Exhibit
3.1
BLACKROCK
STRATEGIC BOND TRUST
AMENDED
AND RESTATED
BYLAWS
Effective
as of May 29, 2008
TABLE
OF CONTENTS
Page
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ARTICLE
I
SHAREHOLDER
MEETINGS
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Section
1.
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Chairman
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2
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Section
2.
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Annual
Meetings of Shareholders
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2
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Section
3.
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Special
Meetings of Shareholders
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2
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Section
4.
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Place
of Meetings
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2
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Section
5.
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Notice
of Meetings
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2
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Section
6.
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Conduct
of Meetings
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4
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Section
7.
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Adjournments
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4
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Section
8.
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Record
Date
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4
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Section
9.
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Voting
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5
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Section
10.
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Quorum
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6
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Section
11.
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Proxies
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6
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Section
12.
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Inspectors
of Election
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7
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Section
13.
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Records
at Shareholder Meetings
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8
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Section
14.
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Shareholder
Action by Written Consent
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8
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ARTICLE
II
DIRECTORS
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Section
1.
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Number
and Qualification
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9
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Section
2.
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Term,
Nomination and Election
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9
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Section
3.
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Resignation
and Removal
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10
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Section
4.
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Vacancies
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11
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Section
5.
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Meetings
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11
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Section
6.
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Quorum
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12
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Section
7.
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Required
Vote
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12
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Section
8.
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Committees
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12
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Section
9.
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Director
Action by Written Consent
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13
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Section
10.
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Chairman;
Records
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13
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Section
11.
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Delegation
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13
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Section
12.
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Compensation
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13
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ARTICLE
III
OFFICERS
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Section
1.
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Officers
of the Fund
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14
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Section
2.
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Election
and Tenure
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14
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Section
3.
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Removal
and Resignation of Officers
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14
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Section
4.
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President
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14
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Section
5.
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Secretary
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14
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Section
6.
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Treasurer
and/or Chief Financial Officer
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15
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Section
7.
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Other
Officers and Duties
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15
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ARTICLE
IV
LIMITATIONS
OF LIABILITY AND INDEMNIFICATION
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Section
1.
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No
Personal Liability of Directors or Officers
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15
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Section
2.
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Mandatory
Indemnification
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16
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Section
3.
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Good
Faith Defined; Reliance on Experts
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18
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Section
4.
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Survival
of Indemnification and Advancement of Expenses
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18
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Section
5.
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Insurance
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18
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Section
6.
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Subrogation
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18
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ARTICLE
V
STOCK
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Section
1.
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Shares
of Stock
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18
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Section
2.
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Transfer
Agents, Registrars and the Like
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18
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Section
3.
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Transfer
of Shares
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19
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Section
4.
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Registered
Shareholders
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19
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Section
5.
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Register
of Shares
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19
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Section
6.
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Disclosure
of Holdings
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19
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Section
7.
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Signatures
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20
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Section
8.
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Lost
Certificates
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20
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ARTICLE
VI
MISCELLANEOUS
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Section
1.
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Filing
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20
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Section
2.
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Governing
Law
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20
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Section
3.
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Provisions
in Conflict with Law or Regulation
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20
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ARTICLE
VII
AMENDMENT
OF BYLAWS
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Section
1.
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Amendment
and Repeal of Bylaws
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21
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BLACKROCK
STRATEGIC BOND TRUST
BYLAWS
These Bylaws are made and adopted pursuant to the Agreement and Declaration of
Trust, dated as of January 17, 2002, as from time to time amended (hereinafter
called the "Charter"), of
BLACKROCK STRATEGIC BOND TRUST (the "Fund").
Definitions. As
used in these Bylaws, the following terms shall have the following
meanings:
"1940 Act" shall mean
the Investment Company Act of 1940 and the rules and regulations promulgated
thereunder and exemptions granted therefrom, as amended from time to
time.
"Bylaws" shall mean
these Bylaws of the Fund as amended or restated from time to time by the
Directors.
"Code" shall mean the
Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder.
"Directors" shall mean
the persons elected to the Board of Trustees or Board of Directors, as the case
may be, of the Fund from time to time, so long as they shall continue in office,
and all other persons who at the time in question have been duly elected or
appointed and have qualified as directors or trustees in accordance with the
provisions hereof and are then in office.
"Disabling Conduct"
shall have the meaning set forth in Section 2(a) of Article IV.
"Exchange Act" shall
mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
"Indemnitee" shall
have the meaning set forth in Section 2(a) of Article IV.
"Independent Director"
shall mean a Director that is not an "interested person" as defined in Section
2(a)(19) of the 1940 Act.
"Independent Non-Party
Directors" shall have the meaning set forth in Section 2(b) of Article
IV.
"Person" shall mean
and include individuals, corporations, partnerships, trusts, limited liability
companies, associations, joint ventures and other entities, whether or not legal
entities, and governments and agencies and political subdivisions
thereof.
"Shareholder" shall
mean a holder of record of outstanding Shares from time to time.
"Shares" shall mean
(i) if the Fund is organized as a trust, the units of beneficial interest into
which the beneficial interests in the Fund shall be divided from time to time,
(ii) if the Fund is organized as a corporation, the shares of stock of the Fund
and (iii) if the Fund is organized as a limited liability company, the limited
liability company interests of the Fund, and in each case includes fractions of
Shares as well as whole Shares. In addition, Shares also means
any
preferred
units of beneficial interest, preferred stock or preferred limited liability
company interests which may be issued from time to time, as described
herein. All references to Shares shall be deemed to be Shares of any
or all series or classes as the context may require.
"Special Counsel"
shall mean an "independent legal counsel" as defined in Reg. §270.0-1(a)(6)
promulgated under the 1940 Act, and such counsel shall be selected by a majority
of the Independent Non-Party Directors.
ARTICLE
I
SHAREHOLDER
MEETINGS
Section
1. Chairman. The Chairman, if
any, shall act as chairman at all meetings of the Shareholders. In
the Chairman's absence, the Vice Chairman, if any, shall act as chairman at the
meeting. In the absence of the Chairman and the Vice Chairman, the
Director or Directors present at each meeting may elect a temporary chairman for
the meeting, who may be one of themselves.
Section
2. Annual Meetings of
Shareholders. The Fund's initial annual meeting of
Shareholders, if any, may occur up to one year after the completion of its
initial fiscal year.
Section
3. Special Meetings of
Shareholders. A special meeting of Shareholders may be called
at any time by the Secretary upon the request of a majority of the Directors or
the President and shall also be called by the Secretary for any proper purpose
upon written request of Shareholders of the Fund holding in the aggregate not
less than fifty-one percent (51%) of the outstanding Shares of the Fund or class
or series of Shares having voting rights on the matter.
Section
4. Place of Meetings. Any
Shareholder meeting, including a Special Meeting, shall be held within or
without the state in which the Fund was formed on such day and at such time as
the Directors shall designate.
Section
5. Notice of Meetings.
(a) Written
notice of all meetings of Shareholders, stating the time and place of the
meeting, shall be given by the Secretary by mail to each Shareholder of record
entitled to vote thereat at its registered address, mailed at least ten (10)
days and not more than sixty (60) days before the meeting or otherwise in
compliance with applicable law. Such notice will also specify the
means of remote communications, if any, by which Shareholders and proxyholders
may be deemed to be present in person and vote at such meeting. No
business (including without limitation nominations for the election of
directors) may be transacted at an annual or special meeting of Shareholders,
other than business that is either (i) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors
(or any duly authorized committee thereof), (ii) otherwise properly brought
before the annual meeting by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (iii) in the case of an annual
meeting, otherwise properly brought before the meeting by any Shareholder of the
Fund, whether such proposal is included in the Fund's proxy statement or a proxy
statement prepared by one or more shareholders, (A) who is a Shareholder of
record on the date of the giving of the notice provided for in this Article I
Section
5 and
on the record date for the determination of Shareholders entitled to notice of
and to vote at such annual meeting and (B) who complies with the notice
procedures set forth in this Article I Section 5 or, with respect to the
election of Directors, set forth in Section 2 of Article II.
(b) In
addition to any other applicable requirements, for business to be properly
brought before a meeting by a Shareholder, such Shareholder must have given
timely notice thereof in proper written form to the Secretary of the
Fund.
(i) To
be timely, a Shareholder's notice to the Secretary must be delivered to or
mailed and received at the principal executive offices of the Fund (A) in the
case of an annual meeting, not less than ninety (90) days nor more than one
hundred twenty (120) days prior to the anniversary date of the immediately
preceding annual meeting of Shareholders; provided, however, that in the event
that the annual meeting is called for a date that is not within thirty (30) days
before or after such anniversary date, notice by the Shareholder in order to be
timely must be so received not later than the close of business on the tenth
(10th) day following the day on which such notice of the date of the meeting was
mailed or such public disclosure of the date of the meeting was made, whichever
first occurs; and (B) in the case of a special meeting of Shareholders called
for the purpose of electing directors, not later than the close of business on
the fifth (5th) day
following the day on which notice of the date of the special meeting was mailed
or public disclosure of the date of the special meeting was made, whichever
first occurs.
(ii) Except
for notices regarding nominations for the election of directors, which notices
shall be prepared in accordance with Article II Section 2(c)(ii), to be in
proper written form, a Shareholder's notice to the Secretary must set forth as
to each matter such Shareholder proposes to bring before the meeting (A) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (B) the name and record
address of such Shareholder, (C) the class or series and number of shares of the
Fund which are owned beneficially or of record by such Shareholder, (D) a
description of all arrangements or understandings between such Shareholder and
any other person or persons (including their names) in connection with the
proposal of such business by such Shareholder and any material interest of such
Shareholder in such business and (E) a representation that such Shareholder
intends to appear in person or by proxy at the meeting to bring such business
before the meeting.
(iii) The
requirements set forth in this Article I Section 5(b) shall not be in effect for
purposes of the 2008 annual meeting of Shareholders, and the advance notice
requirements for shareholder proposals, if any, set forth in the bylaws in
effect prior to the effective date of these Bylaws shall instead be in effect
for such meeting.
(c) No
business shall be conducted at a meeting of Shareholders except business brought
before the annual meeting in accordance with the procedures set forth in this
Article I Section 5 or Article II Section 2, as the case may be; provided,
however, that, once business has been properly brought before the meeting in
accordance with such procedures, nothing in this Article I Section 5 shall be
deemed to preclude discussion by any Shareholder of
any
such business. If the chairman of a meeting determines that business
was not properly brought before the meeting in accordance with the foregoing
procedures, the chairman of the meeting shall declare to the meeting that the
business was not properly brought before the meeting and such business shall not
be transacted.
(d) Whenever
written notice is required by law or the Charter to be given to any Shareholder,
such notice may be given by mail, addressed to such Shareholder at such
Shareholder's address as it appears on the records of the Fund, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail or with another reasonable
delivery service customarily used for business purposes.
Section
6. Conduct of Meetings. The
Board of Directors of the Fund may adopt by resolution such rules and
regulations for the conduct of any meeting of the Shareholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and
regulations as adopted by the Board of Directors, the chairman of any meeting of
the Shareholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such
rules, regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (a) the establishment of an agenda or order of business
for the meeting; (b) the determination of when the polls shall open and close
for any given matter to be voted on at the meeting; (c) rules and procedures for
maintaining order at the meeting and the safety of those present; (d)
limitations on attendance at or participation in the meeting to Shareholders of
record of the Fund, their duly authorized and constituted proxies or such other
persons as the chairman of the meeting shall determine; (e) restrictions on
entry to the meeting after the time fixed for the commencement thereof; and (f)
limitations on the time allotted to questions or comments by
participants.
Section
7. Adjournments. The chairman
of any meeting of the Shareholders may adjourn the meeting from time to time to
reconvene at the same or some other place, and notice need not be given of any
such adjourned meeting if the time and place, if any, thereof and the means of
remote communications, if any, by which Shareholders and proxyholders may be
deemed to be present in person and vote at such adjourned meeting are announced
at the meeting at which the adjournment is taken. At the adjourned
meeting, the Fund may transact any business which might have been transacted at
the original meeting. Any adjourned meeting may be held as adjourned
one or more times without further notice not later than one hundred and twenty
(120) days after the record date. If after the adjournment a new
record date is fixed for the adjourned meeting, notice of the adjourned meeting
in accordance with the requirements of Section 5 of this Article I shall be
given to each Shareholder of record entitled to vote at the meeting and each
other Shareholder entitled to notice of the meeting.
Section
8. Record Date.
(a) For
the purposes of determining the Shareholders who are entitled to vote at, or
otherwise entitled to notice of any meeting, the Directors may, without closing
the transfer books, fix a date not more than sixty (60) nor less than ten (10)
days prior to the date of such meeting of Shareholders as a record date for the
determination of the Persons to be treated
as
Shareholders of record for such purposes. The record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Directors. If no record date is fixed by the Directors and the
stock transfer books are not closed, the record date for determining
Shareholders entitled to notice of or to vote at a meeting of the Shareholders
shall be at the later of (i) the close of business on the day on which notice is
mailed or (ii) the thirtieth (30th) day
before the meeting. A determination of Shareholders of record entitled to notice
of or to vote at a meeting of the Shareholders shall apply to any adjournment of
the meeting; provided, however, that the Directors may fix a new record date for
the adjourned meeting.
(b) In
order that the Fund may determine the Shareholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than ten (10) days after the date upon which
the resolution fixing the record date is adopted by the Directors. If
no record date has been fixed by the Directors, the record date for determining
Shareholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Directors is required by applicable law or
the Charter, shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the Fund by
delivery to its registered office in the state in which the Fund was formed, its
principal place of business, or an officer or agent of the Fund having custody
of the book in which proceedings of meetings of the Shareholders are
recorded. Delivery made to the Fund's registered office shall be by
hand or by certified or registered mail, return receipt requested. If
no record date has been fixed by the Directors and prior action by the Directors
is required by applicable law or the Charter, the record date for determining
Shareholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Directors
adopts the resolution taking such prior action.
Section
9. Voting.
(a) Shareholders
shall have no power to vote on any matter except matters on which a vote of
Shareholders is required by applicable law, the Charter or resolution of the
Directors. Except as otherwise provided herein, any matter required
to be submitted to Shareholders and affecting one or more classes or series of
Shares shall require approval by the required vote of all the affected classes
and series of Shares voting together as a single class; provided, however, that
as to any matter with respect to which a separate vote of any class or series of
Shares is required by the 1940 Act, such requirement as to a separate vote by
that class or series of Shares shall apply in addition to a vote of all the
affected classes and series voting together as a single
class. Shareholders of a particular class or series of Shares shall
not be entitled to vote on any matter that affects only one or more other
classes or series of Shares.
(b) Subject
to any provision of applicable law, the Charter, these Bylaws or a resolution of
the Directors specifying a greater or a lesser vote requirement for the
transaction of any item of business at any meeting of Shareholders, (i) the
affirmative vote of a majority of the Shares present in person or represented by
proxy and entitled to vote on the subject matter shall be the act of the
Shareholders with respect to any matter that properly comes before the meeting,
and (ii) where a separate vote of two or more classes or series of Shares is
required on any matter, the affirmative vote of a majority of the Shares of such
class or series of
Shares
present in person or represented by proxy at the meeting shall be the act of the
Shareholders of such class or series with respect to such matter.
(c) Only
Shareholders of record shall be entitled to vote. Each full Share
shall be entitled to one vote and fractional Shares shall be entitled to a vote
of such fraction. When any Share is held jointly by several persons,
any one of them may vote at any meeting in person or by proxy in respect of such
Share, but if more than one of them shall be present at such meeting in person
or by proxy, and such joint owners or their proxies so present disagree as to
any vote to be cast, such vote shall be cast in accordance with applicable
law.
(d) There
shall be no cumulative voting in the election or removal of
Directors.
Section
10. Quorum. The holders of a
majority of the Shares entitled to vote on any matter at a meeting present in
person or by proxy shall constitute a quorum at such meeting of the Shareholders
for purposes of conducting business on such matter. The absence from
any meeting, in person or by proxy, of a quorum of Shareholders for action upon
any given matter shall not prevent action at such meeting upon any other matter
or matters which may properly come before the meeting, if there shall be present
thereat, in person or by proxy, a quorum of Shareholders in respect of such
other matters. A quorum, once established, shall not be broken by the
withdrawal of enough votes to leave less than a quorum. If, however,
such quorum shall not be present or represented at any meeting of the
Shareholders, the chairman of the meeting, shall have power to adjourn the
meeting from time to time, in the manner provided in Section 7 of this Article
I, until a quorum shall be present or represented.
Section
11. Proxies.
(a) At
any meeting of Shareholders, any holder of Shares entitled to vote thereat may
vote by properly executed proxy, provided that no proxy shall be voted at any
meeting unless it shall have been placed on file with the Secretary, or with
such other officer or agent of the Fund as the Directors or Secretary may
direct, for verification prior to the time at which such vote shall be
taken. Pursuant to a resolution of a majority of the Directors,
proxies may be solicited in the name of one or more Directors or one or more of
the officers or employees of the Fund. No proxy shall be valid after
the expiration of 11 months from the date thereof, unless otherwise provided in
the proxy. 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. If
the holder of any such Share is a minor or a person of unsound mind, and subject
to guardianship or to the legal control of any other person as regards the
charge or management of such Share, such person may vote by their guardian or
such other person appointed or having such control, and such vote may be given
in person or by proxy.
(b) Without
limiting the manner in which a Shareholder may authorize another person or
persons to act for such Shareholder as proxy, the following shall constitute a
valid means by which a Shareholder may grant such authority:
(i) A
Shareholder may execute a writing authorizing another person or persons to act
for such Shareholder as proxy. Execution may be accomplished
by
the Shareholder or such Shareholder's authorized officer, director, employee or
agent signing such writing or causing such person's signature to be affixed to
such writing by any reasonable means, including, but not limited to, by
facsimile or electronic signature.
(ii) A
Shareholder may authorize another person or persons to act for such Shareholder
as proxy by transmitting or authorizing the transmission of a telegram,
cablegram or other means of electronic or telephonic transmission to the person
who will be the holder of the proxy or to a proxy solicitation firm, proxy
support service organization or like agent duly authorized by the person who
will be the holder of the proxy to receive such transmission, provided that any
such telegram, cablegram or other means of electronic transmission must either
set forth or be submitted with information from which it can be determined that
the telegram, cablegram or other electronic transmission was authorized by the
Shareholder. If it is determined that such telegrams, cablegrams or
other electronic transmissions are valid, the inspectors of election or, if
there are no inspectors of election, such other persons making that
determination shall specify the information on which they relied.
(c) Any
copy, facsimile telecommunication or other reliable reproduction of the writing
or transmission authorizing another person or persons to act as proxy for a
Shareholder may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used; provided, however, that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.
Section
12. Inspectors of Election.
(a) In
advance of any meeting of Shareholders, the Directors may appoint inspectors of
election to act at the meeting or any adjournment thereof. If
inspectors of election are not so appointed, the person acting as Chairman of
any meeting of Shareholders may, and on the request of any Shareholder or
Shareholder proxy shall, appoint inspectors of election of the
meeting. The number of inspectors of election shall be either one or
three. If appointed at the meeting on the request of one or more
Shareholders or proxies, a majority of Shares present shall determine whether
one or three inspectors of election are to be appointed, but failure to allow
such determination by the Shareholders shall not affect the validity of the
appointment of inspectors of election. In case any person appointed
as inspector of election fails to appear or fails or refuses to act, the vacancy
may be filled by appointment made by the Directors in advance of the convening
of the meeting or at the meeting by the person acting as
chairman. Unless otherwise required by applicable law, inspectors may
be officers, employees or agents of the Fund. Each inspector, before
entering upon the discharge of the duties of inspector, shall take and sign an
oath faithfully to execute the duties of inspector with strict impartiality and
according to the best of such inspector's ability.
(b) The
inspectors of election shall have the duties prescribed by law and shall
determine the number of Shares outstanding, the Shares represented at the
meeting, the existence of a quorum, the authenticity, validity and effect of
proxies, shall receive votes, ballots or consents, shall hear and determine all
challenges and questions in any way arising in connection with the right to
vote, shall count and tabulate all votes or consents, determine the
results,
and do such other acts as may be proper to conduct the election or vote with
fairness to all Shareholders. If there are three inspectors of
election, the decision, act or certificate of a majority is effective in all
respects as the decision, act or certificate of all. On request of
the chairman, if any, of the meeting, the inspectors of election shall make a
report in writing of any challenge or question or matter determined by them and
shall execute a certificate of any facts found by them.
Section
13. Records at Shareholder
Meetings. At each meeting of the Shareholders, there shall be
made available for inspection at a convenient time and place during normal
business hours, if requested by Shareholders, a list of the Shareholders of the
Fund, as of the record date of the meeting or the date of closing of transfer
books, as the case may be. Such list of Shareholders shall contain
the name and the address of each Shareholder in alphabetical order and the
number of Shares owned by such Shareholder. Shareholders shall have
such other rights and procedures of inspection of the books and records of the
Fund as are granted to shareholders of corporations in the state in which the
Fund was formed.
Section
14. Shareholder Action by Written
Consent.
(a) Any
action which may be taken by Shareholders by vote may be taken without a meeting
if the holders entitled to vote thereon, in the proportion of Shares required
for approval of such action at a meeting of Shareholders, consent to the action
in writing and the 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.
(b) Any
such consent shall be delivered to the Fund by delivery to its registered office
in the state in which the Fund was formed, its principal place of business, or
an officer or agent of the Fund having custody of the book in which proceedings
of meetings of the Shareholders are recorded. Delivery shall be in
paper form, by hand, by certified or registered mail, return receipt requested,
or by electronic transmission. Every written consent shall bear the
date of signature of each Shareholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within sixty (60) days of the earliest dated consent delivered in the
manner required by this Article I Section 14 to the Fund, written consents
signed by a sufficient number of holders to take action are delivered to the
Fund by delivery to its registered office in the state in which the Fund was
formed, its principal place of business, or an officer or agent of the Fund
having custody of the book in which proceedings of meetings of the Shareholders
are recorded. A telegram, cablegram or other electronic transmission
consenting to an action to be taken and transmitted by a Shareholder or
proxyholder, or by a person or persons authorized to act for a Shareholder or
proxyholder, shall be deemed to be written, signed and dated for the purposes of
this Article I Section 14, provided that any such telegram, cablegram or other
electronic transmission sets forth or is delivered with information from which
the Fund can determine (i) that the telegram, cablegram or other electronic
transmission was transmitted by the Shareholder or proxyholder or by a person or
persons authorized to act for the Shareholder or proxyholder and (ii) the date
on which such Shareholder or proxyholder or authorized person or persons
transmitted such telegram, cablegram or electronic transmission. The
date on which such telegram, cablegram or electronic transmission is transmitted
shall be deemed to be the date on which such consent was signed. No
consent given by telegram, cablegram or other electronic transmission shall be
deemed to have been
delivered
until such consent is reproduced in paper form and until such paper form shall
be delivered to the Fund by delivery to its registered office in the state in
which the Fund was formed, its principal place of business or an officer or
agent of the Fund having custody of the book in which proceedings of meetings of
the Shareholders are recorded. Such delivery shall be made by hand or
by certified or registered mail, return receipt requested. Any copy,
facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes for
which the original writing could be used, provided that such copy, facsimile or
other reproduction shall be a complete reproduction of the entire original
writing.
(c) Within
ten (10) days after the effective date of the action, notice of the taking of
the action without a meeting by less than unanimous written consent shall be
given to those Shareholders who have not consented in writing and who, if the
action had been taken at a meeting, would have been entitled to notice of the
meeting if the record date for such meeting had been the date that written
consents signed by a sufficient number of holders to take the action were
delivered to the Fund as provided above in this Article I Section
14.
ARTICLE
II
DIRECTORS
Section
1. Number and
Qualification. Prior to a public offering of Shares there may
be a sole Director. Thereafter, the number of Directors shall be
determined by a written instrument signed by a majority of the Directors then in
office, provided that the number of Directors shall be no less than the lower
limit for Directors as stated in the Charter and no more than fifteen
(15). No reduction in the number of Directors shall have the effect
of removing any Director from office prior to the expiration of the Director's
term. An individual nominated as a Director shall be at least
twenty-one (21) years of age and not older than the younger of (i) the mandatory
retirement age determined from time to time by the Directors or a committee of
the Directors and (ii) eighty (80) years of age, in each case at the time of
nomination, and not under legal disability. Directors need not own
Shares and may succeed themselves in office.
Section
2. Term, Nomination and
Election.
(a) The
term of office of a Director shall be as provided in the Charter. The
Directors shall be elected at an annual meeting of the Shareholders or special
meeting in lieu thereof called for that purpose, except as provided in the
Charter or in Section 4 of this Article II. Each Director elected
shall hold office until his or her successor shall have been elected and shall
have qualified. The term of office of a Director shall terminate and
a vacancy shall occur in the event of the death, resignation, removal,
bankruptcy, adjudicated incompetence or other incapacity to perform the duties
of the office of the Director.
(b) Only
persons who are nominated in accordance with the following procedures shall be
eligible for election as directors of the Fund, whether such person is submitted
to shareholders in the Fund's proxy statement or a proxy statement prepared by
one or more shareholders, except as may be otherwise provided in the Charter
with respect to the right of holders of preferred stock of the Fund to nominate
and elect a specified number of directors in certain
circumstances. Nominations of persons for election to the Board of
Directors at any
annual
meeting of Shareholders, or at any special meeting of Shareholders called for
the purpose of electing directors, may be made (i) by or at the direction of the
Board of Directors (or any duly authorized committee thereof) or (ii) by any
Shareholder of the Fund (A) who is a Shareholder of record on the date of the
giving of the notice provided for in this Article II Section 2 and on the record
date for the determination of Shareholders entitled to notice of and to vote at
such meeting and (B) who complies with the notice procedures set forth in this
Article II Section 2.
(c) In
addition to any other applicable requirements, for a nomination to be made by a
Shareholder, such Shareholder must have given timely notice thereof in proper
written form to the Secretary of the Fund.
(i) To
be timely, a Shareholder's notice to the Secretary must be delivered to or
mailed and received at the principal executive offices of the Fund in accordance
with Article I Section 5(b)(i).
(ii) To
be in proper written form, a Shareholder's notice to the Secretary must set
forth (A) as to each person whom the Shareholder proposes to nominate for
election as a director (1) the name, age, business address and residence address
of the person, (2) the principal occupation or employment of the person, (3) the
class or series and number of shares of the Fund which are owned beneficially or
of record by the person, if any, and (4) any other information relating to the
person that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Exchange Act; and (B) as to
the Shareholder giving the notice (1) the name and record address of such
Shareholder, (2) the class or series and number of shares of the Fund which are
owned beneficially or of record by such Shareholder, (3) a description of all
arrangements or understandings between such Shareholder and each proposed
nominee and any other person or persons (including their names) in connection
with which the nomination(s) are made by such Shareholder, (4) a representation
that such Shareholder intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice and (5) any other information relating
to such Shareholder that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. Such notice must be
accompanied by a written consent of each proposed nominee to being named as a
nominee and to serve as a director if elected.
(d) No
person shall be eligible for election as a director of the Fund unless nominated
in accordance with the procedures set forth in this Article II Section
2. If the chairman of the meeting determines that a nomination was
not made in accordance with the foregoing procedures, the chairman shall declare
to the meeting that the nomination was defective and such defective nomination
shall be disregarded.
Section
3. Resignation and
Removal. Any of the Directors may resign (without need for
prior or subsequent accounting) by an instrument in writing signed by such
Director and delivered or mailed to the Directors, the Chairman, if any, the
President, or the Secretary and such resignation shall be effective upon such
delivery, or at a later date according to the terms of
the
instrument. Any of the Directors may be removed, provided the
aggregate number of Directors after such removal shall not be less than the
minimum number set forth in the Charter, only by the proportion of votes of the
Shareholders or Directors, as applicable, that are set forth in the Charter as
the required proportion of votes for removal of Director, and with or without
cause as may be permitted by the Charter or as required by applicable
law. Upon the resignation or removal of a Director, each such
resigning or removed Director shall execute and deliver to the Fund such
documents as may be required by applicable law or the Charter or as may be
requested by the remaining Directors as being in the best interests of the Fund
and the Shareholders. Upon the incapacity or death of any Director,
such Director's legal representative shall execute and deliver to the
Fund on such Director's behalf such documents as the remaining Directors shall
require as provided in the preceding sentence.
Section
4. Vacancies. Whenever a
vacancy in the Board of Directors shall occur, the remaining Directors may fill
such vacancy by appointing an individual having the qualifications described in
this Article by a written instrument signed by a majority of the Directors,
whether or not sufficient to constitute a quorum, then in office or may leave
such vacancy unfilled or may reduce the number of Directors. The
aggregate number of Directors after such reduction shall not be less than the
minimum number required by the Charter. If the Shareholders of any
class or series of Shares are entitled separately to elect one or more
Directors, a majority of the remaining Directors elected by that class or series
or the sole remaining Director elected by that class or series may fill any
vacancy among the number of Directors elected by that class or
series. Any vacancy created by an increase in Directors may be filled
by the appointment of an individual having the qualifications described in this
Article II made by a written instrument signed by a majority of the Directors
then in office. Whenever a vacancy in the number of Directors shall
occur, until such vacancy is filled as provided herein, the Directors in office,
regardless of their number, shall have all the powers granted to the Directors
and shall discharge all the duties imposed upon the Directors.
Section
5. Meetings.
(a)
Meetings of the Directors shall be held from time to time upon the call of the
Chairman, if any, the Vice Chairman, if any, the President or any two
Directors. Regular meetings of the Directors may be held without call
or notice at a time and place fixed by the Bylaws or by resolution of the
Directors. Notice of any other meeting shall be given by the
Secretary and shall be delivered to the Directors orally not less than 24 hours,
or in writing not less than 72 hours, before the meeting, but may be waived in
writing by any Director either before or after such meeting. The
attendance of a Director at a meeting shall constitute a waiver of notice of
such meeting, except where a Director attends a meeting for the express purpose
of objecting to the transaction of any business on the ground that the meeting
has not been properly called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of the Board of Directors need be
stated in the notice or waiver of notice of such meeting, and no notice need be
given of action proposed to be taken by written consent. Whenever
written notice is required by law, the Charter or these Bylaws to be given to
any Director, such notice may be given by mail, addressed to such Director at
such person's address as it appears on the records of the Fund, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited with a nationally recognized overnight delivery
service, or by facsimile or email to a location provided by the Director to the
Fund.
(b) The
Secretary of the Fund shall act as secretary at each meeting of the Board of
Directors and of each committee thereof. In case the Secretary shall
be absent from any meeting of the Board of Directors or of any committee
thereof, an Assistant Secretary or a person appointed by the chairman of the
meeting shall act as secretary of the meeting. Notwithstanding the
foregoing, the members of each committee of the Board of Directors may appoint
any person to act as secretary of any meeting of such committee and the
Secretary of the Fund may, but need not if such committee so elects, serve in
such capacity.
(c) Unless
otherwise provided by applicable law, all or any one or more Directors may
participate in a meeting of the Directors or any committee thereof by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other; participation in a
meeting pursuant to any such communications system shall constitute presence in
person at such meeting.
Section
6. Quorum. Any time there is
more than one Director, a quorum for all meetings of the Directors shall be
one-third, but not less than two, of the Directors. If a quorum shall not be
present at any meeting of the Board of Directors or any committee thereof, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting of the time and place of the
adjourned meeting, until a quorum shall be present. With respect to
actions of the Directors and any committee of the Directors, Directors who are
not Independent Directors in any action to be taken may be counted for quorum
purposes under this Article II Section 6 and shall be entitled to vote to the
extent not prohibited by the 1940 Act.
Section
7. Required Vote. Unless
otherwise required or permitted in the Charter or by applicable law (including
the 1940 Act), any action of the Board of Directors may be taken at a meeting at
which a quorum is present by vote of a majority of the Directors
present.
Section
8. Committees.
(a) The
Board of Directors may designate one or more committees, each committee to
consist of one or more of the Directors of the Fund. Each member of a
committee must meet the requirements for membership, if any, imposed by
applicable law and the rules and regulations of any securities exchange or
quotation system on which the securities of the Fund are listed or quoted for
trading. The Board of Directors may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of any such committee. Subject to
the rules and regulations of any securities exchange or quotation system on
which the securities of the Fund are listed or quoted for trading, in the
absence or disqualification of a member of a committee, and in the absence of a
designation by the Board of Directors of an alternate member to replace the
absent or disqualified member, the member or members thereof present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another qualified member of the
Board of Directors to act at the meeting in the place of any absent or
disqualified member. Any director serving on a committee of the Board
of Directors may be removed from such committee at any time by the Board of
Directors.
(b) Any
committee, to the extent permitted by law and provided in the resolution or
charter establishing such committee, shall have and may exercise all the powers
and
authority
of the Board of Directors in the management of the business and affairs of the
Fund, and may authorize the seal of the Fund to be affixed to all papers which
may require it. Notwithstanding anything to the contrary contained in
this Article II Section 8, the resolution of the Board of Directors establishing
any committee of the Board of Directors or the charter of any such committee may
establish requirements or procedures relating to the governance or operation of
such committee that are different from, or in addition to, those set forth in
these Bylaws and, to the extent that there is any inconsistency between these
Bylaws and any such resolution or charter, the terms of such resolution or
charter shall be controlling.
(c) Any
committee of the Directors, including an executive committee, if any, may act
with or without a meeting. A quorum for all meetings of any committee
shall be one-third, but not less than two, of the members
thereof. Unless otherwise required by applicable law (including the
1940 Act) or provided in the Charter or these Bylaws, any action of
any such committee may be taken at a meeting at which a quorum is present by
vote of a majority of the members present. Each committee shall keep
regular minutes and report to the Board of Directors when required.
Section
9. Director Action by Written
Consent. Any action which may be taken by Directors by vote
may be taken without a meeting if that number of the Directors, or members of a
committee, as the case may be, required for approval of such action at a meeting
of the Directors or of such committee consent to the action in writing or
electronic transmission and the written consents or electronic transmission are
filed with the records of the meetings of Directors. Such consent
shall be treated for all purposes as a vote taken at a meeting of Directors or
the committee.
Section
10. Chairman; Records. The
Chairman, if any, shall act as chairman at all meetings of the
Directors. In absence of the Chairman, the Vice Chairman, if any,
shall act as chairman at the meeting. In the absence of the Chairman
and the Vice Chairman, the Directors present shall elect one of their number to
act as temporary chairman. The results of all actions taken at a
meeting of the Directors, or by written consent of the Directors, shall be
recorded by the Secretary or, in the absence of the Secretary, an Assistant
Secretary or such other person appointed by the Board of Directors as the
meeting secretary.
Section
11. Delegation. Unless provided
in the Charter or these Bylaws and except as provided by applicable law, the
Directors shall have the power to delegate from time to time to such of their
number or to officers, employees or agents of the Fund the doing of such things,
including any matters set forth in the Charter or these Bylaws, and the
execution of such instruments either in the name of the Fund or the names of the
Directors or otherwise as the Directors may deem expedient.
Section
12. Compensation. The directors
may be paid their expenses, if any, of attendance at each meeting of the Board
of Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary for service as director, payable in cash
or securities. Members of special or standing committees may be
allowed like compensation for service as committee members.
ARTICLE
III
OFFICERS
Section
1. Officers of the Fund. The
Directors shall elect a President, a Secretary and a Treasurer and may elect a
Chairman and a Vice Chairman. Any Chairman or Vice Chairman shall, and the
President, Secretary and Treasurer may, but need not, be a
Director. No other officer of the Fund need be a
Director. Any two or more of the offices may be held by the same
Person, except that the same person may not be both President and
Secretary.
Section
2. Election and Tenure. The
Chairman, if any, and Vice Chairman, if any, President, Secretary, Treasurer and
such other officers as the Directors from time to time may elect shall serve at
the pleasure of the Directors or until their successors have been duly elected
and qualified. The Directors may fill a vacancy in office or add any
additional officers at any time.
Section
3. Removal and Resignation of
Officers. Any officer may be removed at any time, with or
without cause, by action of a majority of the Directors. This
provision shall not prevent the making of a contract of employment for a
definite term with any officer and shall have no effect upon any cause of action
which any officer may have as a result of removal in breach of a contract of
employment. Any officer may resign at any time by notice in writing
signed by such officer and delivered or mailed to the Chairman, if any,
President, or Secretary, and such resignation shall take effect immediately upon
receipt by the Chairman, if any, President, or Secretary, or at a later date
according to the terms of such notice in writing.
Section
4. President. The President
shall, subject to the control of the Directors, have general supervision,
direction and control of the business of the Fund and of its employees and shall
exercise such general powers of management as are usually vested in the office
of President of a corporation. The President shall have such further
authorities and duties as the Directors shall from time to time
determine. In the absence or disability of the President, the
Directors shall delegate authority to another officer of the Fund to perform all
of the duties of the President, and when so acting shall have all the powers of
and be subject to all of the restrictions upon the President.
Section
5. Secretary. The Secretary
shall maintain the minutes of all meetings of, and record all votes of,
Shareholders, Directors and committees of Directors, if any. The
Secretary shall be custodian of the seal of the Fund, if any, and the Secretary
(and any other person so authorized by the Directors) may affix the seal, or if
permitted, facsimile thereof, to any instrument executed by the Fund which would
be sealed by a business corporation in the state in which the Fund was formed
executing the same or a similar instrument and shall attest the seal and the
signature or signatures of the officer or officers executing such instrument on
behalf of the Fund. The Secretary shall also perform any other duties
commonly incident to such office in a business corporation in the state in which
the Fund was formed and shall have such other authorities and duties as the
Directors shall from time to time determine, including but not limited to
calling special meetings of Shareholders and providing written notice of all
meetings of Shareholders.
Section
6. Treasurer and/or Chief Financial
Officer. The Directors can nominate a Treasurer and/or Chief
Financial Officer, and, except as otherwise directed by the Directors, such
officer(s) shall have the general supervision of the monies, funds, securities,
notes receivable and other valuable papers and documents of the Fund, and shall
have and exercise under the supervision of the Directors and of the President
all powers and duties normally incident to the office. Such
officer(s) may endorse for deposit or collection all notes, checks and other
instruments payable to the Fund or to its order. Such officer(s)
shall deposit all funds of the Fund in such depositories as the Directors shall
designate. Such officer(s) shall be responsible for such disbursement
of the funds of the Fund as may be ordered by the Directors or the
President. Such officer(s) shall keep accurate account of the books
of the Fund's transactions which shall be the property of the Fund, and which
together with all other property of the Fund in such officer(s)'s possession,
shall be subject at all times to the inspection and control of the
Directors. Unless the Directors shall otherwise determine, such
officer(s) shall be the principal accounting officer(s) of the Fund and shall
also be the principal financial officer(s) of the Fund. Such
officer(s) shall have such other duties and authorities as the Directors shall
from time to time determine. Notwithstanding anything to the contrary
herein contained, the Directors may authorize any adviser, administrator,
manager or transfer agent to maintain bank accounts and deposit and disburse
funds of any series of the Fund on behalf of such series.
Section
7. Other Officers and
Duties. The Directors may elect or appoint, or may authorize
the President to appoint, such other officers or agents with such powers as the
Directors may deem to be advisable. Assistant officers shall act generally in
the absence of the officer whom they assist and shall assist that officer in the
duties of the office. Each officer, employee and agent of the Fund
shall have such other duties and authority as may be conferred upon such person
by the Directors or delegated to such person by the President.
(a) If
the Directors elect or appoint, or authorize the President to appoint, a chief
executive officer of the Fund, such chief executive officer, subject to
direction of the Directors, shall have power in the name and on behalf of the
Fund to execute any and all loans, documents, contracts, agreements, deeds,
mortgages, registration statements, applications, requests, filings and other
instruments in writing, and to employ and discharge employees and agents of the
Fund. Unless otherwise directed by the Directors, the chief executive
officer shall have full authority and power, on behalf of all of the Directors,
to attend and to act and to vote, on behalf of the Fund at any meetings of
business organizations in which the Fund holds an interest, or to confer such
powers upon any other persons, by executing any proxies duly authorizing such
persons. The chief executive officer shall have such further
authorities and duties as the Directors shall from time to time
determine. In the absence or disability of the chief executive
officer, the Directors shall delegate authority to another officer of the Fund
to perform all of the duties of the chief executive officer, and when so acting
shall have all the powers of and be subject to all of the restrictions upon the
chief executive officer.
ARTICLE
IV
LIMITATIONS OF LIABILITY AND
INDEMNIFICATION
Section
1. No Personal Liability of Directors or
Officers. No Director, advisory board member or officer of the
Fund shall be subject in such capacity to any personal liability
whatsoever
to any Person, save only liability to the Fund or its Shareholders arising from
bad faith, willful misfeasance, gross negligence or reckless disregard for his
or her duty to such Person; and, subject to the foregoing exception, all such
Persons shall look solely to the assets of the Fund for satisfaction of claims
of any nature arising in connection with the affairs of the Fund. If
any Director, advisory board member or officer, as such, of the Fund, is made a
party to any suit or proceeding to enforce any such liability, subject to the
foregoing exception, such person shall not, on account thereof, be held to any
personal liability. Any repeal or modification of the Charter or this
Article IV Section 1 shall not adversely affect any right or protection of a
Director, advisory board member or officer of the Fund existing at the time of
such repeal or modification with respect to acts or omissions occurring prior to
such repeal or modification.
Section
2. Mandatory
Indemnification.
(a) The
Fund hereby agrees to indemnify each person who is or was a Director, advisory
board member or officer of the Fund (each such person being an "Indemnitee") to
the full extent permitted under applicable law against any and all liabilities
and expenses, including amounts paid in satisfaction of judgments, in compromise
or as fines and penalties, and legal fees and expenses reasonably incurred by
such Indemnitee in connection with the defense or disposition of any action,
suit or other proceeding, whether civil or criminal, before any court or
administrative or investigative body in which such person may be or may have
been involved as a party or otherwise or with which such person may be or may
have been threatened, while acting in any capacity set forth in this Article IV
by reason of having acted in any such capacity, whether such liability or
expense is asserted before or after service, except with respect to any matter
as to which such person shall not have acted in good faith in the reasonable
belief that his or her action was in the best interest of the Fund or, in the
case of any criminal proceeding, as to which such person shall have had
reasonable cause to believe that the conduct was unlawful; provided, however,
that no Indemnitee shall be indemnified hereunder against any liability to any
person or any expense of such Indemnitee arising by reason of (i) willful
misfeasance, (ii) bad faith, (iii) gross negligence, or (iv) reckless disregard
of the duties involved in the conduct of the Indemnitee's position (the conduct
referred to in such clauses (i) through (iv) being sometimes referred to herein
as "Disabling
Conduct"). Notwithstanding the foregoing, with respect to any
action, suit or other proceeding voluntarily prosecuted by any Indemnitee as
plaintiff, indemnification shall be mandatory only if the prosecution of such
action, suit or other proceeding by such Indemnitee (A) was authorized by a
majority of the Directors or (B) was instituted by the Indemnitee to enforce his
or her rights to indemnification hereunder in a case in which the Indemnitee is
found to be entitled to such indemnification. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Fund, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that such person's conduct was unlawful. The rights
to indemnification pursuant to the Charter and set forth in these Bylaws shall
continue as to a person who has ceased to be a Director or officer of the Fund
and shall inure to the benefit of his or her heirs, executors and personal and
legal representatives.
(b) Notwithstanding
the foregoing, no indemnification shall be made hereunder unless there has been
a determination (i) by a final decision on the merits by a court or other body
of competent jurisdiction before whom the issue of entitlement to
indemnification hereunder was brought that such Indemnitee is entitled to
indemnification hereunder or, (ii) in the absence of such a decision, by (A) a
majority vote of a quorum of those Directors who are both Independent Directors
and not parties to the proceeding ("Independent Non-Party
Directors"), that the Indemnitee is entitled to indemnification
hereunder, or (B) if such quorum is not obtainable or even if obtainable, if
such majority so directs, a Special Counsel in a written opinion concludes that
the Indemnitee should be entitled to indemnification hereunder.
(c) Notwithstanding
the foregoing, to the extent that an Indemnitee has been successful on the
merits or otherwise in defense of any action, suit or proceeding described
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith, without the necessity of
authorization in the specific case.
(d) The
Fund shall make advance payments in connection with the expenses of defending
any action with respect to which indemnification might be sought hereunder, to
the full extent permitted under applicable law, only if the Fund receives a
written affirmation by the Indemnitee of the Indemnitee's good faith belief that
the standards of conduct necessary for indemnification have been met and a
written undertaking by the Indemnitee to reimburse the Fund if it shall
ultimately be determined that the standards of conduct necessary for
indemnification have not been met. In addition, at least one of the
following conditions must be met: (i) the Indemnitee shall provide adequate
security for his or her undertaking, (ii) the Fund shall be insured against
losses arising by reason of any lawful advances or (iii) a majority of a quorum
of the Independent Non-Party Directors, or if such quorum is not obtainable or
even if obtainable, if a majority vote of such quorum so direct, Special Counsel
in a written opinion, shall conclude, based on a review of readily available
facts (as opposed to a full trial-type inquiry), that there is substantial
reason to believe that the Indemnitee ultimately will be found entitled to
indemnification.
(e) The
rights accruing to any Indemnitee under these provisions shall not exclude any
other right which any person may have or hereafter acquire under the Charter,
these Bylaws or any statute, insurance policy, agreement, vote of Shareholders
or Independent Directors or any other right to which such person may be lawfully
entitled.
(f) Subject
to any limitations provided by the 1940 Act and the Charter, the Fund shall have
the power and authority to indemnify and provide for the advance payment of
expenses to employees, agents and other Persons providing services to the Fund
or serving in any capacity at the request of the Fund to the full extent
permitted for corporations organized under the corporations laws of the state in
which the Fund was formed, provided that such indemnification has been approved
by a majority of the Directors.
(g) Any
repeal or modification of the Charter or Section 2 of this Article IV shall not
adversely affect any right or protection of a Director, advisory board member or
officer of the Fund existing at the time of such repeal or modification with
respect to acts or omissions occurring prior to such repeal or
modification.
Section
3. Good Faith Defined; Reliance on
Experts. For purposes of any determination under this Article IV, a
person shall be deemed to have acted in good faith and in a manner such person
reasonably believed to be in the best interests of the Fund, or, with respect to
any criminal action or proceeding, to have had no reasonable cause to believe
such person's conduct was unlawful, if such person's action is based on the
records or books of account of the Fund, or on information supplied to such
person by the officers of the Fund in the course of their duties, or on the
advice of legal counsel for the Fund or on information or records given or
reports made to the Fund by an independent certified public accountant or by an
appraiser or other expert or agent selected with reasonable care by the
Fund. The provisions of this Article IV Section 3 shall not be deemed
to be exclusive or to limit in any way the circumstances in which a person may
be deemed to have met the applicable standard of conduct set forth in this
Article IV. Each Director and officer or employee of the Fund shall, in the
performance of his or her duties, be fully and completely justified and
protected with regard to any act or any failure to act resulting from reliance
in good faith upon the books of account or other records of the Fund, upon an
opinion of counsel, or upon reports made to the Fund by any of the Fund's
officers or employees or by any advisor, administrator, manager, distributor,
dealer, accountant, appraiser or other expert or consultant selected with
reasonable care by the Directors, officers or employees of the Fund, regardless
of whether such counsel or expert may also be a Director.
Section
4. Survival of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article IV shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section
5. Insurance. The Directors may maintain
insurance for the protection of the Fund's property, the Shareholders,
Directors, officers, employees and agents in such amount as the Directors shall
deem adequate to cover possible tort liability, and such other insurance as the
Directors in their sole judgment shall deem advisable or is required by the 1940
Act.
Section
6. Subrogation. In the event of payment
by the Fund to an Indemnitee under the Charter or these Bylaws, the Fund shall
be subrogated to the extent of such payment to all of the rights of recovery of
the Indemnitee, who shall execute such documents and do such acts as the Fund
may reasonably request to secure such rights and to enable the Fund effectively
to bring suit to enforce such rights.
ARTICLE
V
STOCK
Section
1. Shares of Stock. Except as
otherwise provided in a resolution approved by the Board of Directors, all
Shares of the Fund shall be uncertificated Shares.
Section
2. Transfer Agents, Registrars and the
Like. The Directors shall have authority to employ and
compensate such transfer agents and registrars with respect to the Shares of the
Fund as the Directors shall deem necessary or desirable. The transfer
agent or transfer agents may keep the applicable register and record therein the
original issues and transfers, if any,
of
the Shares. Any such transfer agents and/or registrars shall perform
the duties usually performed by transfer agents and registrars of certificates
of stock in a corporation, as modified by the Directors. In addition,
the Directors shall have power to employ and compensate such dividend disbursing
agents, warrant agents and agents for the reinvestment of dividends as they
shall deem necessary or desirable. Any of such agents shall have such
power and authority as is delegated to any of them by the
Directors.
Section
3. Transfer of Shares. Shares
of the Fund shall be transferable in the manner prescribed by the Charter, these
Bylaws and applicable law. Transfers of Shares shall be made on the
books of the Fund upon receipt of proper transfer instructions from the
registered holder of the Shares or by such person's attorney lawfully
constituted in writing, and upon payment of all necessary transfer taxes and
compliance with appropriate procedures for transferring Shares in uncertificated
form; provided, however, that such surrender and endorsement, compliance or
payment of taxes shall not be required in any case in which the officers of the
Fund shall determine to waive such requirement. If any certificated
Shares are issued as provided in Section 1 of this Article V, they may be
transferred only by the person named in the certificate or by such person's
attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, properly endorsed for transfer and payment of all
necessary transfer taxes. With respect to certificated Shares, every
certificate exchanged, returned or surrendered to the Fund shall be marked
"Cancelled," with the date of cancellation, by the Secretary of the Fund or the
transfer agent thereof. No transfer of Shares shall be valid as
against the Fund for any purpose until it shall have been entered in the Share
records of the Fund by an entry showing from and to whom
transferred.
Section
4. Registered
Shareholders. The Fund may deem and treat the holder of record
of any Shares as the absolute owner thereof for all purposes and shall not be
required to take any notice of any right or claim of right of any other
person.
Section
5. Register of Shares. A
register shall be kept at the offices of the Fund or any transfer agent duly
appointed by the Directors under the direction of the Directors which shall
contain the names and addresses of the Shareholders and the number of Shares
held by them respectively and a record of all transfers
thereof. Separate registers shall be established and maintained for
each class or series of Shares. Each such register shall be
conclusive as to who are the holders of the Shares of the applicable class or
series of Shares and who shall be entitled to receive dividends or distributions
or otherwise to exercise or enjoy the rights of Shareholders. No
Shareholder shall be entitled to receive payment of any dividend or
distribution, nor to have notice given to such Person as herein provided, until
such Person has given their address to a transfer agent or such other officer or
agent of the Directors as shall keep the register for entry
thereon.
Section
6. Disclosure of Holdings. The
holders of Shares or other securities of the Fund shall upon demand disclose to
the Directors in writing such information with respect to direct and indirect
ownership of Shares or other securities of the Fund as the Directors deem
necessary to comply with the provisions of the Code, the 1940 Act or other
applicable laws or regulations, or to comply with the requirements of any other
taxing or regulatory authority.
Section
7. Signatures. Any or all of
the signatures on a certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Fund with the same effect as if such person were such officer, transfer
agent or registrar at the date of issue.
Section
8. Lost Certificates. The
Board of Directors may direct a new certificate to be issued in place of any
certificate theretofore issued by the Fund alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate, or such owner's legal
representative, to advertise the same in such manner as the Board of Directors
shall require and/or to give the Fund a bond in such sum as it may direct as
indemnity against any claim that may be made against the Fund on account of the
alleged loss, theft or destruction of such certificate or the issuance of such
new certificate.
ARTICLE
VI
MISCELLANEOUS
Section
1. Filing. These Bylaws and
any amendment or supplement hereto shall be filed in such places as may be
required or as the Directors deem appropriate. Each amendment or
supplement shall be accompanied by a certificate signed and acknowledged by the
Secretary stating that such action was duly taken in a manner provided herein,
and shall, upon insertion in the Fund's minute book, be conclusive evidence of
all amendments contained therein.
Section
2. Governing Law. These Bylaws
and the rights of all parties and the validity and construction of every
provision hereof shall be subject to and construed according to the laws of the
state in which the Fund was formed, although such law shall not be viewed as
limiting the powers otherwise granted to the Directors hereunder and any
ambiguity shall be viewed in favor of such powers.
Section
3. Provisions in Conflict with Law or
Regulation.
(a) The
provisions of these Bylaws are severable, and if the Directors shall determine,
with the advice of counsel, that any of such provisions is in conflict with the
1940 Act, the regulated investment company provisions of the Code or with other
applicable laws and regulations, the conflicting provision shall be deemed never
to have constituted a part of these Bylaws; provided, however, that such
determination shall not affect any of the remaining provisions of these Bylaws
or render invalid or improper any action taken or omitted prior to such
determination.
(b) If
any provision of these Bylaws shall be held invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall attach only to such
provision in such jurisdiction and shall not in any manner affect such provision
in any other jurisdiction or any other provision of these Bylaws in any
jurisdiction.
ARTICLE
VII
AMENDMENT OF
BYLAWS
Section
1. Amendment and Repeal of
Bylaws. The Directors shall have the exclusive power to amend
or repeal the Bylaws or adopt new Bylaws at any time. Except as may
be required by applicable law or the Charter, action by the Directors with
respect to the Bylaws shall be taken by an affirmative vote of a majority of the
Directors. The Directors shall in no event adopt Bylaws which are in
conflict with the Charter, and any apparent inconsistency shall be construed in
favor of the related provisions in the Charter.