Form N-CEN PUTNAM PREMIER REVENU For: 31 Jul.

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  X0404
  
    N-CEN
    
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          0000827773
          XXXXXXXX
        
      
      
        false
        false
      
      N-2
    
  
  
    
    
      Putnam Premier Income Trust
      811-05452
      0000827773
      G5048SOHSFOQHNEL1E85
      100 FEDERAL STREET
      BOSTON
      02110
      US-MA
      US
      1-800-225-1581
      
        
      
      
        
          State Street Bank and Trust Company
          2 AVENUE DE LAFAYETTE
          BOSTON
          
          02111
          1-617-786-3000
          Records include accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the Rules promulgated thereunder
        
        
          Higgins Michael J.
          100 FEDERAL STREET
          BOSTON
          
          02110
          1-800-225-1581
          Records include accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the Rules promulgated thereunder
        
        
          Putnam Investment Management, LLC
          100 FEDERAL STREET
          BOSTON
          
          02110
          1-800-225-1581
          Records include accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the Rules promulgated thereunder
        
        
          Putnam Retail Management Limited Partnership
          100 FEDERAL STREET
          BOSTON
          
          02110
          1-800-225-1581
          Records include accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the Rules promulgated thereunder
        
        
          Putnam Investor Services, Inc.
          100 FEDERAL STREET
          BOSTON
          
          02110
          1-800-225-1581
          Records include accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the Rules promulgated thereunder
        
        
          State Street Bank and Trust Company
          225 FRANKLIN STREET
          BOSTON
          
          02110
          1-617-786-3000
          Records include accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the Rules promulgated thereunder
        
      
      N
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      N-2
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          Ahamed Liaquat
          N/A
          N
          
            
          
        
        
          Akhoury Ravi
          N/A
          N
          
            
          
        
        
          Baumann Barbara M
          N/A
          N
          
            
          
        
        
          Domotorffy Katinka
          004506390
          N
          
            
          
        
        
          Hill Catharine Bond
          N/A
          N
          
            
          
        
        
          Joskow Paul L
          N/A
          N
          
            
          
        
        
          Leibler Kenneth R
          N/A
          N
          
            
          
        
        
          Putnam, III George
          004355835
          N
          
            
          
        
        
          Reynolds Robert L
          002009065
          Y
          
            
          
        
        
          Singh Manoj P
          N/A
          N
          
            
          
        
        
          Sutphen Mona K
          N/A
          N
          
            
          
        
      
      
        
          Clark James F
          N/A
          100 FEDERAL STREET
          BOSTON
          
          02110
          XXXXXX
          N
          
            
          
        
      
      
        
      
      N
      N
      N
      
      N
      
        
      
      N
      
        
          PricewaterhouseCoopers LLP
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        Putnam Premier Income Trust
        G5048SOHSFOQHNEL1E85
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        Y
        N
        Y
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        N/A
        0.00
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          Rule 22d-1 (17 CFR 270.22d-1)
          Rule 32a-4 (17 CFR 270.32a-4)
          Rule 12d1-1 (17 CFR 270.12d1-1)
          Rule 17a-6 (17 CFR 270.17a-6)
          Rule 17a-7 (17 CFR 270.17a-7)
        
        N
        N
        N
        N
        
          
            Putnam Investment Management, LLC
            801-7974
            000106629
            N/A
            
            N
          
        
        
          
            Putnam Investments Limited
            801-61441
            000122254
            N/A
            Y
            GB
            N
          
        
        
          
            Putnam Investor Services, Inc.
            84-06331
            N/A
            
            Y
            N
          
        
        N
        
          
            ICE Data Services (Convert)
            5493000NQ9LYLDBCTL34
            
            N
          
          
            MARKIT
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            N
          
          
            Markit
            549300HLPTRASHS0E726
            
            N
          
          
            Reuters (loan)
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            Reuters (Corp)
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            JPM Pricing Direct
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            PDVENDOR
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            Reuters
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            ICE Data Services (Corp)
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            Reuters (equities)
            549300561UZND4C7B569
            
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        N
        
          
            State Street Bank and Trust Company
            N/A
            
            N
            N
            Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
            N
          
        
        N
        
          
            Putnam Investor Services, Inc.
            N/A
            
            Y
            N
          
        
        N
        N
        

CITI - CITIBANK, N.A. 8-8177 000007059 E57ODZWZ7FF32TWEFA76 38630.25

MSCO - MORGAN STANLEY & CO. LLC 8-15869 000008209 9R7GPTSO7KV3UQJZQ078 10081.15

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of Putnam Premier 
Income Trust:

In planning and performing our audit of the financial statements 
of Putnam Premier Income Trust (the  Fund ) as of and for the 
year ended July 31, 2021, in accordance with the standards of 
the Public Company Accounting Oversight Board (United States) 
(PCAOB), we considered the Funds internal control over financial 
reporting, including controls over safeguarding securities, as a 
basis for designing our auditing procedures for the purpose of 
expressing our opinion on the financial statements and to comply 
with the requirements of Form N-CEN, but not for the purpose of 
expressing an opinion on the effectiveness of the Funds internal 
control over financial reporting.  Accordingly, we do not 
express an opinion on the effectiveness of the Funds internal 
control over financial reporting.

The management of the Fund is responsible for establishing and 
maintaining effective internal control over financial reporting.  
In fulfilling this responsibility, estimates and judgments by 
management are required to assess the expected benefits and 
related costs of controls.  A companys internal control over 
financial reporting is a process designed to provide reasonable 
assurance regarding the reliability of financial reporting and 
the preparation of financial statements for external purposes in 
accordance with generally accepted accounting principles.  A 
companys internal control over financial reporting includes 
those policies and procedures that (1) pertain to the 
maintenance of records that, in reasonable detail, accurately 
and fairly reflect the transactions and dispositions of the 
assets of the company; (2) provide reasonable assurance that 
transactions are recorded as necessary to permit preparation of 
financial statements in accordance with generally accepted 
accounting principles, and that receipts and expenditures of the 
company are being made only in accordance with authorizations of 
management and directors of the company; and (3) provide 
reasonable assurance regarding prevention or timely detection of 
unauthorized acquisition, use or disposition of a companys 
assets that could have a material effect on the financial 
statements.

Because of its inherent limitations, internal control over 
financial reporting may not prevent or detect misstatements.  
Also, projections of any evaluation of effectiveness to future 
periods are subject to the risk that controls may become 
inadequate because of changes in conditions, or that the degree 
of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists 
when the design or operation of a control does not allow 
management or employees, in the normal course of performing 
their assigned functions, to prevent or detect misstatements on 
a timely basis.  A material weakness is a deficiency, or a 
combination of deficiencies, in internal control over financial 
reporting, such that there is a reasonable possibility that a 
material misstatement of the companys annual or interim 
financial statements will not be prevented or detected on a 
timely basis.  

Our consideration of the Funds internal control over financial 
reporting was for the limited purpose described in the first 
paragraph and would not necessarily disclose all deficiencies in 
internal control over financial reporting that might be material 
weaknesses under standards established by the PCAOB.  However, 
we noted no deficiencies in the Funds internal control over 
financial reporting and its operation, including controls over 
safeguarding securities, that we consider to be material 
weaknesses as defined above as of July 31, 2021.

?







This report is intended solely for the information and use of 
the Board of Trustees of Putnam Premier Income Trust and the 
Securities and Exchange Commission and is not intended to be and 
should not be used by anyone other than these specified parties.

PricewaterhouseCoopers LLP
Boston, Massachusetts
September 14, 2021




1 of 1
1 of 1

PricewaterhouseCoopers LLP, 101 Seaport Boulevard, Suite 500, Boston, MA 02210
T: (617)530 5000, F: (617) 530 5001, www.pwc.com/us


AMENDED AND RESTATED BYLAWS 
OF
PUTNAM MASTER INTERMEDIATE INCOME TRUST AND 
PUTNAM PREMIER INCOME TRUST

(Dated as of September 18, 
2020)


ARTICLE 1
Agreement and Declaration of Trust and 
Principal Office

      1.1	Agreement and Declaration of Trust. These Bylaws shall 
be subject to the Agreement and Declaration of Trust, as from 
time to time in effect (the  Declaration of Trust ), of the 
Massachusetts business trust established by the Declaration of 
Trust (the  Trust ). Capitalized terms used but not defined in 
these Bylaws have the meanings given to them in the 
Declaration of Trust.

      1.2	Principal Office of the Trust. The principal office 
of the Trust shall be located in Boston, Massachusetts. The 
Trust may have other principal offices within or without the 
Commonwealth of Massachusetts as the Trustees may from time 
to time determine.

ARTICLE 2
Meetings of Trustees

      2.1	Regular Meetings. Regular meetings of the Trustees may 
be held without call or notice at such places and at such 
times as the Trustees may from time to time determine, 
provided that notice of the first regular meeting following 
any such determination shall be given to absent Trustees.

      2.2	Special Meetings. Special meetings of the Trustees may 
be held at any time and at any place designated in the call of 
the meeting when called by the Chair of the Trustees, the 
President, the Executive Vice President or the Treasurer or by 
two or more Trustees, sufficient notice thereof being given to 
each Trustee by the Clerk or an Assistant Clerk or by the 
officer or the Trustees calling the meeting.

      2.3	Notice of Special Meetings. It shall be sufficient 
notice to a Trustee of a special meeting: (a) to send notice 
(i) by mail at least forty eight hours before the meeting, (ii) 
by courier at least forty eight hours before the meeting, (iii) 
by electronic mail (e mail), facsimile or other electronic 
means at least twenty four hours before the meeting, in each 
case, addressed to the Trustee at his or her usual or last 
known business or residence address (or e mail address, 
facsimile number or other appropriate address); or (b) to give 
notice to him or her in person or by telephone at least twenty 
four hours before the meeting. Notice of a special 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 before or at its commencement the lack of 
notice to him or her. Any written waiver of notice may be 
provided and delivered to the Trust by mail, courier, e mail, 
facsimile or other electronic means. Neither notice of a 
meeting nor a waiver of a notice need specify the purposes of 
the meeting. All notices shall be deemed to be given when sent.

      2.4	Quorum. At any meeting of the Trustees a majority of 
the Trustees then in office shall constitute a quorum. Once a 
quorum has been validly established for a meeting, it cannot 
be broken by Trustees withdrawing from the meeting. Any 
meeting may be adjourned from time to time by a majority of the 
votes cast upon the question, whether or not a quorum is 
present, and the meeting may be held as adjourned without 
further notice.

      2.5	Telephone Meeting; Action Without a Meeting. Except as 
otherwise provided in the Declaration of Trust and these 
Bylaws, any action to be taken by the Trustees may be taken by 
a majority of the Trustees present at the meeting of the 
Trustees (a quorum being present), including any meeting held 
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. Any action to be taken by the Trustees may also be 
taken without a meeting if one or more written consents 
thereto are signed by a majority of the Trustees. Any written 
consent may be given by mail, courier, e mail, facsimile or 
other electronic means. Copies of such written consents shall 
be filed with the minutes of the proceedings of the Trustees. 
Such consents shall be treated for all purposes as a vote 
taken at a meeting of the Trustees. If in accordance with the 
provisions of the Declaration of Trust and these Bylaws any 
action is taken by the Trustees by written consents of less 
than all of the Trustees, then prompt notice of any such 
action shall be furnished to each Trustee who did not execute 
such written consent, provided that the effectiveness of such 
action shall not be impaired by any delay or failure to 
furnish such notice.

ARTICLE 3
Officers

      3.1	Enumeration; Qualification. The officers of the Trust 
shall be a President, a Treasurer, a Clerk and such other 
officers (including Vice President, which shall include the 
office of Executive Vice President), 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. In addition, there shall be 
a Chair of the Trustees, who will be considered an officer of 
the Trustees and not of the Trust. The Chair of the Trustees 
shall be a Trustee and may but need not be a Shareholder; and 
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 Chair of the Trustees, the President, the 
Treasurer and the Clerk shall be elected by the Trustees upon 
the occurrence of any vacancy in any such office. Other 
officers, if any, may be elected or appointed by the Trustees 
at any time. Vacancies in any such other office may be filled 
at any time.




      3.3	Tenure. The Chair of the Trustees, the President, the 
Treasurer and the Clerk shall hold office in each case until 
he or she dies, resigns, is removed or becomes disqualified. 
Each other officer shall hold office, and each agent shall 
retain authority, at the pleasure of the Trustees. 
Notwithstanding the foregoing, the tenure of any officer of 
the Trust who is an employee or officer of the Trusts 
investment adviser or its affiliates shall automatically 
terminate contemporaneously with the termination of such 
persons employment with, or service as officer of, the Trusts 
investment adviser and all of its affiliates.

      3.4	Powers. Subject to the other provisions of these 
Bylaws, each officer shall have, in addition to the duties and 
powers set forth in these Bylaws and in the Declaration of 
Trust, such duties and powers as are commonly incident to the 
office occupied by him or her as if the Trust were organized 
as a Massachusetts business corporation and such other duties 
and powers as the Trustees may from time to time designate.

      3.5	Chair. Unless the Trustees otherwise provide, the Chair 
of the Trustees shall preside at all meetings of the Trustees.  
The Chair of the Trustees shall have such other duties and 
powers relating to the operations of the Trustees as the 
Trustees may from time to time designate, but shall have no 
individual authority to act for the Trust as an officer of the 
Trust. The Trustees, including a majority of the Trustees who 
are not  interested persons  of the Trust, as that term is 
defined in the 1940 Act, may appoint one or more persons to 
perform the duties of the Chair of the Trustees in the event of 
his or her absence at any meeting or in the event of his or her 
disability. The Chair of the Trustees shall also have the power 
to appoint one or more persons to perform the duties of the 
Chair of the Trustees in the event of his or her absence at any 
meeting.

      3.6	President. Unless the Trustees otherwise provide by 
vote or otherwise, the President shall be the principal 
executive officer of the Trust.

      3.7	Treasurer. Unless the Trustees otherwise provide by 
vote or otherwise, the Treasurer shall be the principal 
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 
principal executive officer of the Trust.

      3.8	Clerk. The Clerk shall record all proceedings of the 
Shareholders and the Trustees in books to be kept therefor, 
which books or a copy thereof shall be kept at the principal 
office of the Trust. In the absence of the Clerk from any 
meeting of the Shareholders or Trustees (or a Committee 
thereof), an Assistant Clerk, or if there be none or if he or 
she is absent, a temporary Clerk chosen at such meeting by the 
chair of such meeting, shall record the proceedings thereof in 
the aforesaid books.



      3.9	Resignations and Removals. Any Trustee or officer may 
resign at any time by written instrument signed by him or her 
and delivered to the Chair of the Trustees, the President or 
the Clerk or to a meeting of the Trustees. Such resignation 
shall be effective upon receipt unless specified to be 
effective at some other time. The Trustees may remove any 
officer elected or appointed by them with or without cause. 
Except to the extent expressly provided in a written agreement 
with the Trust, no Trustee or officer resigning and no officer 
removed shall have any right to any compensation for any period 
following his or her resignation or removal, or any right to 
damages on account of such removal.

ARTICLE 4
Committees

      4.1	Quorum; Voting. Except as provided below or as 
otherwise specifically provided in the votes or charter 
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 (which quorum once validly established 
cannot be broken by Trustees withdrawing from the meeting), and 
any action of such a Committee may be taken by a vote of a 
majority of the members of such Committee (a) present at a 
meeting of such Committee (a quorum being present), including 
any meeting held 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 (participation by such means shall constitute presence in 
person at a meeting), or (b) evidenced by one or more written 
consents, including written consents submitted by mail, 
courier, e mail, facsimile or other electronic means. Copies of 
such written consents shall be filed with the minutes of the 
proceedings of such Committee. Such consents shall be treated 
for all purposes as a vote taken at a meeting of such 
Committee. If in accordance with the provisions of the 
Declaration of Trust and these Bylaws any action is taken by 
written consents of less than all of the Committees members, 
then prompt notice of any such action shall be furnished to 
each member who did not execute such written consent, provided 
that the effectiveness of such action shall not be impaired by 
any delay or failure to furnish such notice. In the absence of 
any member of any such Committee, the members thereof present 
at any properly called meeting, whether or not they constitute 
a quorum, may appoint a member of the Trustees to act at that 
meeting only in the place of any absent member.

      Except as specifically provided in the votes constituting 
a Committee of the Trustees and providing for the conduct of 
its meetings, Section 2.3 of these Bylaws relating to special 
meetings shall govern the notice requirements for Committee 
meetings.

      4.2	Authority of Trustees. The Trustees have the power 
to rescind any action of any Committee, but no such 
rescission shall have retroactive effect unless determined 
so by the Trustees.

ARTICLE 5
Reports




      5.1 General. The Trustees and officers shall render 
reports at the time and in the manner required by the 
Declaration of Trust or any applicable law. Officers and 
Committees shall render such additional reports as they may 
deem desirable or as may from time to time be required by the 
Trustees.

ARTICLE 6
Fiscal Year

      6.1 General. Except as from time to time otherwise 
provided by the Trustees, the initial fiscal year of the Trust 
shall end on such date as is determined in advance or in 
arrears by the Treasurer, and subsequent fiscal years shall end 
on such date in subsequent years.

ARTICLE 7
Seal

      7.1 General. The seal of the Trust, if any, shall 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 but, unless otherwise required by the 
Trustees, the seal need not be placed on, and its absence shall 
not impair the validity of, any document, instrument or other 
paper executed and delivered by or on behalf of the Trust.

ARTICLE 8
Execution of Papers

      8.1 General. Except as the Trustees may generally or in 
particular cases authorize the execution thereof in some other 
manner, all deeds, leases, contracts, notes and other 
obligations made, accepted or endorsed by the Trust shall be 
signed by the President, a Vice President or the Treasurer, and 
need not bear the seal of the Trust.

ARTICLE 9
Issuance of Shares and Share 
Certificates

      9.1	Sale of Shares. Except as otherwise determined by the 
Trustees, the Trust will issue and sell for cash or securities 
from time to time full and fractional Shares, such Shares to 
be issued and sold at a price of not less than the par value 
per share, if any, and not less than the net asset value per 
share as from time to time determined in accordance with 
procedures adopted by the Trustees and, in the case of 
fractional Shares, at a proportionate reduction in such price. 
In the case of Shares sold for securities, such securities 
shall be valued in accordance with procedures approved by the 
Trustees for determining the value of the assets of the Trust. 
The officers of the Trust are severally authorized to take all 
such actions as may be necessary or desirable to carry out 
this Section 9.1.



      9.2	Share Certificates. In lieu of issuing certificates 
for Shares, the Trustees or the transfer agent may either 
issue receipts therefor or may keep accounts upon the books 
of the Trust for the record holders of such Shares, who shall 
in either case be deemed, for all purposes hereunder, to be 
the holders of certificates for such Shares as if they had 
accepted such certificates and shall be held to have 
expressly assented and agreed to the terms hereof.

      The Trustees may at any time authorize the issuance of 
Share certificates. In that event, each Shareholder shall be 
entitled to a certificate stating the number of Shares owned 
by him or her, in such form as shall be prescribed from time 
to time by the Trustees. Such certificate shall be signed by 
the President or a Vice President and by the Treasurer or an 
Assistant Treasurer.
Such signatures may be facsimile if the certificate is signed 
by a transfer agent or by a registrar. 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 issue.

      9.3	Loss of Certificates. The transfer agent of the Trust, 
with the approval of any two officers of the Trust, is 
authorized to issue and countersign replacement certificates 
for the Shares of the Trust which have been lost, stolen or 
destroyed upon (i) receipt of an affidavit or affidavits of 
loss or non receipt and of an indemnity agreement executed by 
the registered holder or his or her legal representative and 
supported by an open penalty surety bond, said agreement and 
said bond in all cases to be in form and content satisfactory 
to and approved by the President or the Treasurer, or (ii) 
receipt of such other documents as may be approved by the 
Trustees.

      9.4	Issuance of New Certificate to Pledgee. A pledgee of 
Shares transferred as collateral security shall be entitled to 
a new certificate if the instrument of transfer substantially 
describes the debt or duty that is intended to be secured 
thereby. Such new certificate shall express on its face that it 
is held as collateral security, and the name of the pledgor 
shall be stated thereon, who alone shall be liable as a 
Shareholder and entitled to vote thereon.

      9.5	Discontinuance of Issuance of Certificates. The 
Trustees may at any time discontinue the issuance of Share 
certificates and may, by written notice to each Shareholder 
whom the Trust believes to hold a Share certificate, require 
the surrender of Share certificates to the Trust for 
cancellation. Such surrender and cancellation shall not affect 
the ownership of Shares in the Trust.

ARTICLE 10
Shareholders

      10.1	Annual Meeting. The annual meeting of the Shareholders 
of the Trust shall be held on the last Friday in April in each 
year or on such other day as may be fixed by the Trustees. The 
meeting shall be held at such time as the Trustees may fix in 
the notice of the meeting or otherwise. Purposes for which an 
annual meeting is to be held, additional to those prescribed by 
law or these Bylaws, may be specified by the Trustees. Any 
previously scheduled annual



meeting of Shareholders may be postponed or cancelled by the 
Trustees upon public notice given prior to the time previously 
scheduled for such meeting, in accordance with these Bylaws.

      10.2	Adjournment. Any meeting of Shareholders may, by 
action of the chair of the meeting, be adjourned from time to 
time without notice other than announcement at the meeting at 
which the adjournment is taken with respect to one or more 
matters to be considered at such meeting to a designated date 
which may be more than 120 days after the date initially set 
for the meeting, time and place, whether or not a quorum is 
present with respect to such matter. Upon motion of the chair 
of the meeting, the question of adjournment may be (but is not 
required by these Bylaws to be) submitted to a vote of the 
Shareholders, and in that case, any adjournment with respect 
to one or more matters must be approved by the vote of holders 
of a majority of the Shares present and entitled to vote with 
respect to the matter or matters adjourned and, if approved, 
such adjournment shall take place without further notice other 
than announcement at the meeting at which the adjournment is 
taken. Unless a proxy is otherwise limited in this regard, any 
Shares present and entitled to vote at a meeting, including 
any Shares that are represented by broker non votes, may, at 
the discretion of the proxies named therein, be voted in favor 
of such an adjournment. Any proposal for which sufficient 
favorable votes have been received may (but need not) be acted 
upon and considered final and effective regardless of whether 
the meeting is adjourned to permit additional solicitation 
with respect to any other proposal that is properly before the 
meeting.

      10.3	Conduct of Meetings. Meetings of the Shareholders 
shall be presided over by the Chair of the Trustees, or, if the 
Chair is not present at the meeting, then by a Trustee or 
officer designated by the Chair or authorized by the Trustees, 
or if there is no such person present at the meeting, then by 
any officer of the Trust present at the meeting, and such 
person shall be deemed for all purposes the chair of the 
meeting. The chair of the meeting 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 chair, are 
necessary, appropriate or convenient for the proper conduct of 
the meeting, including, without limitation, establishing: an 
agenda or order of business for the meeting; rules and 
procedures for maintaining order at the meeting and the safety 
of those present; conditions on the recording of the meeting; 
limitations on participation in such meeting to Shareholders of 
record of the Trust and their duly authorized and constituted 
proxies, and such other persons as the chair shall permit; 
restrictions on entry to the meeting after the time fixed for 
the commencement thereof; limitations on the time allotted to 
questions or comments by participants; conditions for the 
removal of any Shareholder or any other person who refuses to 
comply with meeting procedures, rules or guidelines as set 
forth by the chair of the meeting; and regulations for the 
opening and closing of the polls for balloting on matters which 
are to be voted on by ballot. With the exception of proposals 
submitted in accordance with, and otherwise meeting the 
requirements of, Rule 14a 8 under the Securities Exchange Act 
of 1934, as amended, or any successor provisions, only matters 
proposed by the Trustees may be included in the Trusts proxy 
materials. At all meetings of Shareholders, unless voting is 
conducted by inspectors, all questions relating to the 
qualification of voters and the validity of proxies and the 
acceptance or rejection of votes shall be decided by the chair 
of the meeting. The chair of the



meeting shall determine, in the chairs sole discretion, 
whether to appoint an inspector for any meeting. Unless 
otherwise determined by the chair of the meeting, meetings 
shall not be required to be held in accordance with any rules 
of parliamentary procedure.

      10.4	Record Dates. For the purpose of determining the 
Shareholders of any class or series of Shares of the Trust who 
are entitled to vote or act at any meeting or any adjournment 
thereof, or who are entitled to receive payment of any 
dividend or of any other distribution, the Trustees (or their 
designees) 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 more than 60 days before the date of payment 
of any dividend or of any other distribution, as the record 
date for determining the Shareholders of such class or series 
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 such 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 such purposes close the register or transfer books for all 
or part of such period.

      10.5	Communications with Shareholders. Any notices, 
reports, statements or other communications with Shareholders 
of any kind required under the Declaration of Trust, these 
Bylaws or applicable law may be sent, delivered or made 
available in any reasonable manner as may be determined by the 
Trustees or officers if not otherwise prohibited by applicable 
law, including, without limitation, by mail, courier, e mail, 
facsimile or other electronic means or by posting on a website; 
and such communications may be sent, delivered or otherwise 
made available to Shareholders in accordance with householding 
or other similar rules under which a single copy of such notice 
or report may be sent to Shareholders who reside at the same 
address. No communication need be given to any Shareholder who 
shall have failed to inform the Trust of the Shareholders 
current address and the Trustees may from time to time adopt, 
or may authorize the officers or agents of the Trust to adopt, 
procedures or policies with respect to communications to 
Shareholders that are returned to the Trust or its agents as 
undeliverable and similar matters. Any Shareholder may waive 
receipt of any notice or other communication.

      10.6	Proxies. The placing of a Shareholders name on a proxy 
pursuant to telephone or electronically transmitted 
instructions (including instructions submitted via the 
Internet) 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.

ARTICLE 11

      11.1 Inspection of Books. The Trustees shall from time to 
time determine whether and to what extent, at what times and 
places and under what conditions and regulations any of the 
accounts and books of the Trust shall be open to the 
inspection of the Shareholders, and no



Shareholder shall have any right to inspect any account or book 
or document of the Trust except as conferred by law or 
otherwise by the Trustees or by these Bylaws.



ARTICLE 12
Advance Notice Provisions

      12.1	Advance Notice of Shareholder Nominations of Trustees 
and Other Shareholder Proposals. Except as otherwise provided 
in Article 15 of these Bylaws, the matters to be considered 
and brought before any meeting of Shareholders shall be limited 
to only such matters, including the nomination and election of 
Trustees, as shall be brought properly before such meeting in 
compliance with the procedures set forth in this Section 12.1. 
Only persons who are nominated in accordance with the 
following procedures, other than persons nominated by the Board 
of Trustees, shall be eligible for election as Trustees, and no 
proposal to fix the number of Trustees shall be considered at 
or brought before a meeting of Shareholders or otherwise 
transacted unless notice is provided in accordance with the 
following procedures.
      (a)	Shareholder Nominations for Trustee and Other 
Shareholder Proposals for Meetings of Shareholders.

      (1)	For any matter to be properly brought before 
a meeting of Shareholders, the matter must be (i) 
specified in the notice of meeting given by or at the 
direction of the Trustees pursuant to Article V, 
Section 2 of the Declaration of Trust, (ii) brought 
before the meeting by or at the direction of the 
Trustees (or any duly authorized committee thereof) 
or the Chair of the Trustees or (iii) brought before 
the meeting by any Shareholder of the Trust who was a 
Shareholder of record (1) at the time the notice 
provided for in this Section 12.1 is delivered to the 
Clerk of the Trust, (2) at the record date for the 
meeting and (3) at the time of the meeting, who is 
entitled to vote at the meeting on the nomination or 
proposal for which the Shareholder has provided 
notice prior to such meeting in accordance with this 
Article 12, and who complies with the notice 
procedures set forth in subparagraph (2) of this 
paragraph (a) of this Section 12.1 and the other 
requirements of this Article 12. If the Shareholder 
ceases to be a holder of record of Shares, or if the 
beneficial owner ceases to be the beneficial owner of 
Shares to the extent the record owner and beneficial 
owner are not the same person, entitled to vote at 
such meeting on the nomination or proposal for which 
the Shareholder has provided notice prior to such 
meeting in accordance with this Article 12, the 
Shareholders proposal shall automatically be 
withdrawn from consideration at the meeting.
      (2)	For such matter to be properly brought 
before a meeting by a Shareholder pursuant to clause 
(iii) of subparagraph (1) of paragraph (a) of this 
Section 12.1, the Shareholder must have given timely 
notice thereof in writing to



the Clerk of the Trust in accordance with paragraph 
(b) of this Section 12.1. The Shareholders notice 
shall contain, at a minimum, the required information 
set forth in paragraph (c) of this Section 12.1.

(b)	Timely Notice.

      (1)	 Annual Meeting. To be timely, a Shareholders 
notice required by subparagraph (2) of paragraph (a) 
of this Section 12.1 in respect of an annual meeting 
or a special meeting in lieu of an annual meeting 
(each, an  Annual Meeting ) shall be delivered to 
the Clerk 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, if and only if the 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 (10th) day following the earlier of the 
date on which notice of the date of the annual 
meeting was first mailed to Shareholders and the 
date on which the date of the Annual Meeting was 
publicly announced or disclosed.
(2)	 Special Meeting (Other than Special Meeting 
in Lieu of Annual
 Meeting). To be timely, a Shareholders notice 
required by subparagraph (2) of paragraph (a) of this 
Section 12.1 in respect of a special meeting shall be 
delivered to the Clerk at the principal executive 
offices of the Trust not later than the close of 
business on the tenth (10th) day following the 
earlier of the date on which notice of the date of 
the special meeting was first mailed to Shareholders 
and the date on which the date of the special meeting 
was publicly announced or disclosed.
      (3)	 General. In no event shall one or more 
adjournments or postponements (or public 
announcements thereof) of a meeting of Shareholders 
commence a new time period (or extend any time 
period) for the giving of a Shareholders notice as 
described in this paragraph (b) of this Section 
12.1.

      (4)	 Publicly Announced or Disclosed. For purposes 
of this Section 12.1, a matter shall be deemed to 
have been  publicly announced or disclosed  if such 
matter is disclosed in a press release reported by 
the Dow Jones News Service, Associated Press or 
comparable national news service, in a document 
publicly filed by the Trust with the Securities 
Exchange Commission, or on a website accessible to 
the public maintained by the Trust or its investment 
adviser or an affiliate of such investment adviser 
with respect to the Trust.
(c)	Content of Shareholders Notice.



(1)	 Shareholder Nominations and Proposals to Fix 
the Number of
 Trustees. Any Shareholder desiring to nominate any 
person or persons (as the case may be) for election 
as a Trustee or Trustees of the Trust shall set forth 
in the Shareholders notice required by this Section 
12.1 as to each person, if any, whom the Shareholder 
proposes to nominate for election or re election as a 
Trustee (i) the persons name, age, date of birth, 
business address, 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 
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 1940 Act) 
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 owned beneficially 
and of record by the person. Any Shareholders notice 
required by this Section 12.1 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 the Bylaws 
and the Declaration of Trust, and shall be 
accompanied by a written statement as to why the 
Shareholder believes that the proposal to fix the 
number of Trustees at the specified number is in the 
best interests of Shareholders.
      (2)	 Other Proposals. Any Shareholder desiring to 
propose any matter at a Shareholders meeting, other 
than the nomination of one or more persons for the 
election of Trustee or Trustees or a proposal to fix 
the number of Trustees (which shall be subject to the 
provisions of subparagraph (1) of paragraph (c) of 
this Section 12.1) shall set forth in the 
Shareholders notice required by this Section
12.1 (i) the exact text of the proposal to be 
presented; (ii) a brief written statement of the 
reasons why such Shareholder favors the proposal; and 
(iii) a brief written statement why the proposal is 
in the best interests of Shareholders.
      (3)	 General Requirements. Without limiting the 
foregoing, any Shareholder who gives a Shareholders 
notice of any matter proposed to be brought before a 
Shareholder meeting (whether or not involving 
nominees for Trustees) as required by this Section 
12.1 shall set forth in such Shareholders notice, 
(i) the name and address of the Shareholder, as it 
appears on the Trusts books; (ii) the class or 
series and number of all Shares owned beneficially 
and of record by the Shareholder (or by each of the 
record owner and beneficial owner if not the same 
person, identifying the name and address of each); 
(iii) any material



interest of such Shareholder in the matter proposed 
(other than as a Shareholder);
(iv) if the proposal involves nominee(s) for 
Trustees, a description of all arrangements or 
understandings between the Shareholder and each 
proposed nominee and any other person or persons 
(including their names) pursuant to which the 
nomination(s) are to be made by the Shareholder; (v) 
a representation that the Shareholder intends to 
appear in person or by proxy at the meeting to act on 
the matter(s) proposed; (vi) 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 with respect to the matter(s) proposed 
pursuant to Section 14 of the Exchange Act and the 
rules and regulations promulgated thereunder; (vii) 
to the extent known by the Shareholder giving notice, 
the name and address of any other Shareholder 
supporting the proposed nominee or other proposal; 
and (viii) in the case of a beneficial owner, 
evidence establishing such beneficial owners indirect 
ownership of, and entitlement to vote, Shares at the 
meeting of Shareholders. As used in this Section 
12.1, Shares  beneficially owned  shall mean all 
Shares which such person is deemed to beneficially 
own pursuant to Rules 13d 3 and 13d 5 under the 
Exchange Act. The Shareholder shall also provide such 
other information as the Board of Trustees may 
reasonably request in order to assess whether the 
matter is a proper matter for Shareholder 
consideration and determine a position with respect 
to such proposal.
      (4)	 Beneficial Owner. If the record owner and the 
beneficial owner of the Shares are not the same 
person, the Shareholder shall also provide the 
information called for by clauses (iii), (iv), (v), 
(vi) and (vii) of subparagraph (3) of paragraph
(c)	of this Section 12.1 in respect of the beneficial 
owner of such Shares.

      (d)	Attendance at Meeting. Notwithstanding the 
foregoing provisions of this Article 12, unless otherwise 
required by the Declaration or Trust or applicable law, 
if the Shareholder who has provided the notice prescribed 
in paragraph (b) of this Section 12.1 does not appear at 
the meeting to present in person the nominations or other 
proposals that were the subject of such notice, any such 
nomination or nominations shall not be acted on and any 
proposal or proposals shall not be transacted.
      (e)	Authority to Determine Compliance with Procedures. 
The person presiding at any meeting of Shareholders, in 
addition to making any other determinations that may be 
appropriate to the conduct of the meeting, shall have the 
power and duty to (i) determine whether a nomination or 
proposal was made in compliance with the procedures set 
forth in this Article 12 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.



ARTICLE 13
Amendments to the Bylaws

      13.1 General. These Bylaws may be amended or repealed, 
in whole or in part, by a majority of the Trustees then in 
office. These Bylaws may not be amended by Shareholders.

ARTICLE 14
Claims

      14.1 Shareholder Claims. As used herein, a  direct 
Shareholder claim  shall refer to (i) a claim based upon 
alleged violations of a Shareholders individual rights 
independent of any harm to the Trust, including a Shareholders 
voting rights under Article 10, rights to receive a dividend 
payment as may be declared from time to time, rights to inspect 
books and records, or other similar rights personal to the 
Shareholder and independent of any harm to the Trust; and (ii) 
a claim for which a direct shareholder action is expressly 
provided under the U.S. federal securities laws. Any claim 
asserted by a Shareholder that is not a direct Shareholder 
claim, including without limitation any claims purporting to be 
brought on behalf of the Trust or involving any alleged harm to 
the Trust, shall be considered a  derivative claim  as used 
herein.

ARTICLE 15
Control Share Acquisitions

      15.1	Certain Definitions. As used in this Article 15, 
the following terms have the meanings specified below:

      (a)	 Associate  means, with respect to any Person, any 
person who directly or indirectly controls or is 
controlled by, or is under common control with, such 
Person,  control,  as used in this definition meaning the 
possession, direct or indirect, of the power to direct or 
cause the direction of the management or policies of a 
Person, whether through the ownership of voting 
securities, by contract or otherwise; any corporation or 
organization of which such Person is an officer, director 
or partner or in which such Person performs a similar 
function; any direct or indirect Beneficial Owner of ten 
percent (10%) or more of any class of equity securities 
of such Person; any trust or estate in which such Person 
has a beneficial interest not represented by transferable 
shares or as to which such Person serves as trustee or in 
a similar fiduciary capacity; any relative or spouse of 
such Person, or any relative of such spouse, any one of 
whom has the same residence as such Person or who is a 
Trustee or officer of the Trust or any of its affiliates; 
any person who is acting or intends to act jointly or in 
concert with such Person in a Control Share Acquisition; 
and any  affiliated person  of such Person, as such term 
is defined in Section 2(a)(3) of the 1940 Act.

      (b)	 Beneficial Ownership  or  Beneficially Owned  
means the sole or shared power to dispose or direct the 
disposition of Shares or the sole or shared power to vote 
or



to direct the voting of Shares, whether such power is 
direct or indirect or through any contract, arrangement, 
understanding, relationship or otherwise. A Person shall 
not be deemed to be a Beneficial Owner of Shares as to 
which such Person may exercise voting power solely by 
virtue of a revocable proxy conferring the right to vote. 
A member of a national securities exchange shall not be 
deemed to be a Beneficial Owner of Shares held directly or 
indirectly by it on behalf of another Person solely 
because such member is the record holder of such 
securities and, pursuant to the rules of such exchange, 
may direct the vote of such Shares, without instruction, 
on other than contested matters or matters that may affect 
substantially the rights or privileges of the holders of 
the Shares to be voted but is otherwise precluded by the 
rules of such exchange from voting without instructions.

      (c)(1)  Control Share Acquisition  means the 
acquisition by any Person of Beneficial Ownership of 
Shares which, but for the provisions of this Article 15, 
would have voting rights and which, when added to all 
other Shares Beneficially Owned by such Person (including 
Shares otherwise included in the categories enumerated in 
Section 15.1(c)(2)(i) through (vi) below), would entitle 
such Person, upon acquisition of such Shares, to vote or 
direct the voting of Shares having voting power in the 
election of Trustees within any of the following ranges of 
such voting power:
(i)	One tenth or more, but less than one fifth of all 
voting power;
(ii)	One fifth or more, but less than one third of all 
voting power;
(ii) One third or more, but less than a majority of 
all voting power; or
(iv) A majority or more of all voting power.
      Subject to Section 15.1(c)(2) below, with respect to 
any Control Share Acquisition by a Person, the following 
Shares shall be deemed to have been acquired in the same 
Control Share Acquisition for purposes of this Article 15: 
(a) all Shares the Beneficial Ownership of which is 
acquired by such Person within ninety (90) days before the 
date on which such Person makes an acquisition of 
Beneficial Ownership of Shares that results in such 
Control Share Acquisition and all Shares the Beneficial 
Ownership of which was acquired by such Person pursuant to 
a plan to make a Control Share Acquisition; and (b) all 
Shares the Beneficial Ownership of which is acquired by 
such Person within the range of voting power (specified in 
this Section 15.1(c)(1)) to which the Control Share 
Acquisition is subject at any time after the date on which 
such Person makes an acquisition of Beneficial Ownership 
of Shares that results in such Control Share Acquisition 
but prior to the authorization by Shareholders of such 
Persons voting rights with respect to such Control Share 
Acquisition in accordance with Section 15.4 of this 
Article 15.

      (2)	A Control Share Acquisition shall not include 
the acquisition of Beneficial Ownership of Shares 
acquired:
(i)	before September 18, 2020, provided, for the 
avoidance of doubt, that Shares



acquired before September 18, 2020 shall, pursuant to 
Section 15.1(c)(1) above, be added to Shares the 
Beneficial Ownership of which is acquired after 
September 18, 2020 for purposes of determining 
whether a Control Share Acquisition has taken place 
or will take place following September 18, 2020;
(ii)	pursuant to a contract to acquire Shares existing 
before September 18, 2020;
(iii)	by will or pursuant to the laws of descent and 
distribution;
(iv)	pursuant to the satisfaction of a pledge or other 
security interest created in good faith and not for 
the purpose of circumventing the provisions of this 
Article 15;
(v)	pursuant to a tender offer, merger or 
consolidation, but only if such tender offer, merger 
or consolidation is pursuant to an agreement to 
which the Trust is a party and has been approved by 
such proportion of the Board of Trustees and/or 
Shareholders of the Trust as is required pursuant to 
the Declaration of Trust or Bylaws; or
(vi)	through any other transaction that is 
declared to be exempt from the provisions of 
this Article 15 by vote of a majority of the 
Board of Trustees, whether such vote is taken 
before, at the time of or after such 
transaction.
      (3)	The acquisition of Beneficial Ownership of Shares 
does not constitute a Control Share Acquisition if the 
acquisition is made by a Person whose voting rights with 
respect to Shares were previously authorized by the 
Shareholders of the Trust in compliance with this Article 
15, unless such acquisition, when added to all other 
Shares Beneficially Owned by the Person making such 
acquisition would entitle such acquiring Person to vote or 
direct the voting of Shares having voting power in the 
election of Trustees in excess of the range of voting 
power within which all Shares Beneficially Owned by such 
Person whose voting rights were previously so authorized 
had voting power immediately following such authorization.

      (d)	 Control Share Acquisition Statement  means a 
statement satisfying the requirements of Section 15.2 
below.

(e)	 Interested Shares  means Shares that are 
Beneficially Owned by:
(i)	any Person who has acquired or proposes to 
acquire Beneficial Ownership of Shares in a Control 
Share Acquisition;
(ii)	any officer of the Trust; or
(iii)	any employee of the Trust or the Trusts 
investment adviser who is also a Trustee of the 
Trust.
      For the avoidance of doubt, any Person whose voting 
rights in connection with a Control Share Acquisition are 
subject to a Shareholder vote at a meeting of Shareholders 
pursuant to Section 15.3 shall be deemed to hold 
Interested Shares with respect to any



Shareholder vote at such meeting on voting rights in 
connection with a Control Share Acquisition by any other 
Person.

      (f)	 Person  means any individual, corporation, 
partnership, unincorporated association or other 
entity, and includes any Associate of such Person.

      15.2	Delivery of Control Share Acquisition Statement. Any 
Person who has made a Control Share Acquisition or has made a 
bona fide written offer to make a Control Share Acquisition 
may deliver a Control Share Acquisition Statement to the 
Clerk of the Trust at the principal executive offices of the 
Trust personally or by certified mail. The Control Share 
Acquisition Statement shall set forth all of the following:
(i)	the identity/identities of such Person who 
intends/intend to acquire or has/have acquired 
Beneficial Ownership of Shares;
(ii)	a statement that such Control Share Acquisition 
Statement is being made and delivered pursuant to 
the provisions of this Article 15;
(iii)	the number and class or series of Shares 
Beneficially Owned by such Person prior to the 
Control Share Acquisition;
(iv)	the number and class or series of Shares acquired 
or proposed to be acquired by such Person pursuant 
to the Control Share Acquisition and the range of 
voting power to which the Control Share Acquisition 
is or, if consummated, would be subject pursuant to 
the provisions of Section 15.1(c)(1) above;
(v)	a description of the terms and conditions of the 
proposed or completed Control Share Acquisition, 
including but not limited to the prices paid by such 
Person in the Control Share Acquisition and the dates 
upon which the Shares were acquired or are planned to 
be acquired; and
(vi)	if the Control Share Acquisition has not been 
completed, representations by such Person that such 
Control Share Acquisition, if consummated, will not 
be contrary to law, and that such Person has the 
financial capacity to consummate the proposed Control 
Share Acquisition, together with a statement in 
reasonable detail of the material facts upon which 
such representation is based.
      15.3	Meeting of Shareholders. (a) If the Person delivering 
a Control Share Acquisition Statement so demands in writing 
contemporaneously with the delivery of such Control Share 
Acquisition Statement, consideration of the voting rights to be 
authorized for the Shares acquired or proposed to be acquired 
in the Control Share Acquisition shall be presented at the next 
meeting of the Trusts Shareholders notice of which has not been 
given prior to the receipt by the Trust of the Control Share 
Acquisition Statement, whether such meeting is an annual 
meeting, special meeting in lieu of an annual meeting or 
special meeting (and provided that the Board of Trustees shall 
have no obligation to call such a meeting for the sole purpose 
of considering the voting rights in connection with a Control 
Share Acquisition). A demand delivered pursuant to the 
preceding sentence shall not be considered a notice of 
Shareholder proposal for purposes of



Article 12, Section 12.1 of these Bylaws and shall not be 
subject to the associated informational requirements or 
deadlines. Such demand shall not be effective unless 
accompanied by an undertaking by the Person making such demand 
to pay, if requested by the Trust, the reasonable expenses 
incurred by the Trust arising from or relating to the 
consideration of the voting rights of such Person at a 
Shareholder meeting, but not including the expenses of the 
Trust incurred in opposing a vote to authorize voting rights 
for the Shares acquired or proposed to be acquired in the 
Control Share Acquisition. The Trust shall have no obligation 
to, but may, include the consideration of voting rights for the 
Shares acquired or proposed to be acquired in a Control Share 
Acquisition in its own proxy statement for any Shareholder 
meeting. The Trustees may require the acquiring Person to give 
bond, with sufficient surety, or may require such Person to 
deposit cash in escrow to reasonably assure the Trust that this 
undertaking will be satisfied. For the avoidance of doubt, a 
demand delivered pursuant to this Section shall be limited to 
the consideration of the voting rights to be authorized for 
only those Shares acquired within the range of voting power to 
which the Control Share Acquisition is subject pursuant to the 
provisions of Section 15.1(c)(1) above, and any Shares acquired 
in excess of such range shall constitute a separate Control 
Share Acquisition with respect to the next range of voting 
power and, therefore, shall be treated separately for purposes 
of applying the provisions of this Article 15.

      (b)	The notice to the Shareholders of the Trust of any 
annual meeting, special meeting in lieu of an annual meeting 
or special meeting at which the voting rights to be accorded 
Shares acquired or proposed to be acquired in a Control Share 
Acquisition are to be considered shall be directed to all 
Shareholders of record of the Trust entitled to vote on such 
matter as of the record date set for such meeting. Such notice 
may include or be accompanied by a copy of the Control Share 
Acquisition Statement received by the Trust pursuant to this 
Article 15, and such other information as the Trust deems 
appropriate.

      (c)	A Person whose voting rights with respect to Shares 
acquired in a Control Share Acquisition are considered at a 
meeting of Shareholders of the Trust with respect to one of the 
four ownership thresholds specified in Section 15.1(c)(1) above 
and not approved may not demand Shareholder consideration of 
its voting rights in connection with a Control Share 
Acquisition with respect to the same ownership threshold at any 
subsequent Shareholder meeting held within two calendar years 
of the initial meeting at which such Persons voting rights were 
considered with respect to such threshold, and, for the 
avoidance of doubt, such Person shall not have voting rights 
with respect to such Shares except to the extent approved at a 
future meeting held after the expiration of such two year 
period and, after the expiration of such two year period, such 
Person may deliver a Control Share Acquisition Statement (in 
accordance with Section 15.2 above) with respect to such Shares 
(and/or any other Shares acquired in a Control Share 
Acquisition with respect to the same ownership threshold) and 
may demand Shareholder consideration of the voting rights to be 
authorized for such Shares (in accordance with Section 15.3(a) 
above).

15.4	Authorization of Voting Rights.  The Person who has 
acquired Beneficial



Ownership of Shares in a Control Share Acquisition shall have 
the same voting rights with respect to those Shares as the 
Beneficial Owners of all other Shares of the same class or 
series of the Trust only to the extent authorized by vote of 
Shareholders of the Trust at an annual meeting, special meeting 
in lieu of an annual meeting or special meeting at which such 
authorization is considered pursuant to Section 15.3(a) above. 
At any such meeting, such authorization shall be considered 
prior to any other matter that is subject to a Shareholder 
vote, and such authorization shall require the affirmative vote 
of the holders of a majority of the Shares entitled to vote 
generally in the election of Trustees, excluding Interested 
Shares. For the avoidance of doubt, Interested Shares shall be 
treated in the same manner in connection with such 
authorization as Shares acquired in a Control Share Acquisition 
for which no authorization is approved by Shareholders, as 
provided in the following sentence. If no such vote is adopted, 
(a) the Beneficial Owner of such Shares acquired in a Control 
Share Acquisition shall not have  power to vote  such Shares on 
any matters listed in Article V, Section 1 of the Declaration 
of Trust, such Shares held by such Beneficial Owner shall not 
be  entitled to  the voting power set forth in Article V, 
Section 1 of the Declaration of Trust and the Beneficial Owner 
of such Shares shall not otherwise have voting rights with 
respect to such Shares with respect to any matter pursuant to 
these Bylaws or the Declaration of Trust, and (b) such Shares 
shall not be considered  entitled to vote  for purposes of 
determining quorum pursuant to Article V, Section 3 of the 
Declaration of Trust and shall not be considered  present and 
entitled to vote  with respect to any adjournment within the 
meaning of Article 10, Section 10.2 of these Bylaws. Such 
Shares shall have  power to vote  (including the voting power 
prescribed in the Declaration of Trust), be  entitled to vote  
and be  present and entitled to vote  upon transfer of 
Beneficial Ownership of such Shares to another Person unless 
such transfer constitutes a Control Share Acquisition by the 
acquirer, in which event the ability of the acquirer to vote 
such Shares shall be subject to the provisions of this Article 
15.

      15.5	Persons Required to Provide Information; 
Interpretation. (a) Each Person who owns Shares either 
beneficially or of record shall provide to the Trust such 
information as the Trust may request as is necessary for the 
Trust to apply the provisions in this Article 15.

      (b) Upon approval by a majority of the Board of Trustees, 
the Board of Trustees may adopt policies, procedures or 
resolutions to supply any omission, cure any ambiguity or 
correct or supplement any defective or inconsistent provisions 
contained in this Article 15. Any interpretation of any term or 
provision contained in this Article 15 made by the Trustees in 
good faith shall be conclusive and binding upon all 
Shareholders of the Trust.






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