EXHIBIT 2
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USAA MUTUAL FUND, INC.
BYLAWS
AS AMENDED JULY 19, 2000
ARTICLE I
OFFICES
SECTION 1.1. PRINCIPAL OFFICE. The principal office of the Company in the
State of Maryland shall be in the City of Baltimore, State of Maryland.
SECTION 1.2. OTHER OFFICES. The Company may also have offices at such
other places both within and without the State of Maryland as the Board of
Directors may from time to time determine or the business of the Company may
require, including without limitation offices at San Antonio, Texas.
ARTICLE II
SHAREHOLDERS
SECTION 2.1. PLACE OF MEETINGS. Meetings of shareholders shall be held at
the offices of the Company in the State of Maryland, at the offices of the
Company in the City of San Antonio, Texas, or at any other place within the
United States as shall be designated from time to time by the Board of
Directors and stated in the notice of meeting or in a duly executed waiver of
notice thereof.
SECTION 2.2. ANNUAL MEETING. The Company is not required to hold an annual
meeting of its stockholders in any year in which the election of directors is
not required to be acted upon under the Investment Company Act of 1940 (the
"1940 Act"). If the Company is required by the 1940 Act to hold a meeting of
stockholders to elect directors, such meeting shall be held at a date and time
set by the Board of Directors in accordance with the 1940 Act and no later than
120 days after the occurrence of the event requiring the meeting. Any
stockholders' meeting held in accordance with the preceding sentence shall for
all purposes constitute the annual meeting of stockholders for the fiscal year
of the Company in which the meeting is held. Except as the Charter or statute
provides otherwise, any business may be considered at an annual meeting without
the purpose of the meeting having been specified in the notice. Failure to hold
an annual meeting does not invalidate the Company's existence or affect any
otherwise valid corporate acts.
SECTION 2.3. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the Board of Directors or by the President. Special meetings of
shareholders shall be called by the Secretary upon the written request of
holders of shares entitled to cast not less than TEN percent of all the votes
entitled to be cast at such meeting. Such request shall state the purpose or
purposes of such meeting and the matters proposed to be acted on thereat. The
Secretary shall inform such requesting shareholders of the reasonably estimated
cost of preparing and mailing such notice of the meeting and, upon payment to
the Company of such costs, the Secretary shall give notice stating the purpose
or purposes of the meeting to all shareholders entitled to notice of such
meeting. No special meeting need be called to consider any matter which is
substantially the same as a matter voted upon at any special meeting of the
shareholders held during the preceding twelve months unless requested by the
holders of shares entitled to cast a majority of all votes entitled to be cast
at such meeting.
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SECTION 2.4. NOTICE AND PURPOSE. Not less than ten (10) nor more then
ninety (90) days before the date of every shareholders' meeting, the Secretary
shall give to each shareholder entitled to vote at such meeting, and to each
shareholder not entitled to vote who is entitled by statute to notice, written
or printed notice stating the time and place of the meeting and the purpose or
purposes for which the meeting is called, either by mail or by presenting it to
him personally or by leaving it at his residence or usual place of business. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail addressed to the shareholder at his post-office address as it
appears on the records of the Company, with postage thereon prepaid. Business
transacted at any special meeting of shareholders shall be limited to the
purposes stated in the notice.
SECTION 2.5. RECORD DATE. The Board of Directors may fix, in advance, a
date as the record date for the purpose of determining shareholders entitled to
notice of, or to vote at, any meeting of shareholders or any adjournment
thereof, or entitled to receive payment of any dividend or the allotment of any
rights, or in order to make a determination of shareholders for any other
proper purpose. Such date in any case shall be not more than ninety (90) days,
and in case of a meeting of shareholders, not less than ten (10) days, prior to
the date on which the particular action requiring such determination of
shareholders is to be taken.
SECTION 2.6. QUORUM. The holders of a majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of the shareholders, but, if a quorum is not represented, a majority in
interest of those represented may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting, at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.
SECTION 2.7. VOTING. Any holder of shares of the Fund shall be entitled to
vote to the extent provided in subsection 6.2(f) of the Articles of
Incorporation, either in person or by proxy. A shareholder may authorize
another person to act as proxy for the shareholder in any manner permitted
under Maryland law, including by authorizing a person or organization to
execute a proxy for the shareholder pursuant to telephonic or electronically
transmitted instructions. Any holder of fractional shares of the Fund shall
have proportionally the same voting rights as are provided for a full share. No
proxy shall be valid after eleven months from the date of execution, unless
otherwise provided in the proxy. Each proxy shall be revocable unless expressly
provided therein to be irrevocable or unless otherwise made irrevocable by law.
Proxies shall be delivered to the Secretary of the Fund before or at the time
of such meeting. The vote of the holders of a majority of the shares entitled
to vote and represented at a meeting at which a quorum is present shall be the
act of the shareholders meeting, unless the vote of a greater number is
required by law, the Articles of Incorporation or these Bylaws.
SECTION 2.8. OFFICERS. The President shall preside at and the Secretary
shall keep the records of each meeting of shareholders, and in the absence of
either such officer, his duties shall be performed by some person appointed by
the meeting.
SECTION 2.9. ORDER OF BUSINESS. The business shall be transacted in such
order as the presiding officer shall determine.
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ARTICLE III
DIRECTORS
SECTION 3.1. GENERAL POWERS. The business and property of the Company
shall be managed by its Board of Directors, and subject to the restrictions
imposed by law, by the Articles of Incorporation, or by these Bylaws, they
shall exercise all the powers of the Company.
SECTION 3.2. DELEGATION. To the extent permitted by law, the Board of
Directors may delegate the duty of management of the Company's assets and may
delegate such other of its powers and duties as are permitted by the Articles
of Incorporation or these Bylaws, (a) to the Executive Committee or other
committees, or (b) to another party to act as manager, investment adviser or
underwriter pursuant to a written contract or contracts to be approved in the
manner required by the Investment Company Act of 1940.
SECTION 3.3. NUMBER. The Board of Directors shall consist of no more
than ten (10) nor less than three (3) Directors, with the actual number to be
determined, from time to time, by resolution of the Board.
SECTION 3.4. ELECTION, RESIGNATIONS, TERM OF OFFICE AND VACANCIES. Until
the first meeting of shareholders or until their successors are duly elected
and qualified, the Board of Directors shall consist of the persons named as
such in the Articles of Incorporation. Cumulative voting is not permitted.
Directors need not be residents of the State of Maryland or shareholders of the
Company. Each director, unless he sooner resigns or is removed, shall hold
office until his successor is elected and shall have qualified. Any director
may resign his office at any time by delivering his resignation in writing to
the Company. The acceptance of such resignation, unless required by the terms
thereof, shall not be necessary to make such resignation effective. Subject to
compliance with Section 16(a) of the Investment Company Act of 1940, as
amended, any vacancies occurring in the Board of Directors other than by reason
of an increase in the number of directors may be filled by the affirmative vote
of a majority of the remaining directors, even though such majority is less
than a quorum. A director elected by the Board of Directors to fill a vacancy
shall be elected for the unexpired term of his predecessor in office. If a
special meeting of shareholders is required to fill a vacancy, the meeting
shall be held within sixty (60) days or such longer period as may be permitted
by the Securities and Exchange Commission.
SECTION 3.5. PLACE OF MEETING. Meetings of the Board of Directors may be
held either within or without the State of Maryland, at whatever place is
specified by the officer calling the meeting. In the absence of a specific
place designation, the meeting shall be held at the office of the Company in
the City of San Antonio, Texas.
SECTION 3.6. ORGANIZATIONAL AND REGULAR MEETINGS. Any newly elected Board
of Directors may hold its first meeting for the purpose of organization and the
transaction of business, if a quorum is present, immediately following its
election at a meeting of the shareholders, at the place of such meeting. No
notice of such first meeting need be given to either old or new members of the
Board of Directors. Regular meetings may be held at such other times as shall
be designated by the Board of Directors and notice of such regular meetings
shall not be required.
SECTION 3.7. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be held at any time upon the call of the President or any two (2) directors
of the Company. The Secretary shall give notice of such special meeting by
mailing the same at least three (3) days or by telegraphing or telephoning the
same at least one (1) day before the meeting to each director. Notice of the
time, place and purpose of such meeting may be waived in accordance with
Article VI of these Bylaws. Attendance of a director at such meeting shall also
constitute a waiver of notice thereof, except where he attends for the
announced purpose of objecting to the
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transaction of any business on the ground that the meeting is not lawfully
called or convened. Except as otherwise herein provided, neither the business
to be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting.
SECTION 3.8. QUORUM AND MANNER OF ACTING. A majority of the number of
directors fixed by these Bylaws as from time to time amended shall constitute a
quorum for the transaction of business, but a smaller number may adjourn from
time to time until they can secure the attendance of a quorum. The act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors, except as otherwise expressly
required under the provisions of the Investment Company Act of 1940, as
amended, or where a larger vote is required by law, the Articles of
Incorporation or these Bylaws. Any regular or special meeting of the Board of
Directors may be adjourned from time to time by those present, whether a quorum
is present or not.
SECTION 3.9. REMOVAL OF DIRECTORS. Any director may be removed from
office, either for or without cause, at any special meeting of shareholders by
the affirmative vote of a majority of the outstanding shares entitled to vote
for the election of directors. The notice calling such meeting shall give
notice of the intention to act upon such matter, and if the notice so provides,
the vacancy caused by such removal may be filled at such meeting by vote of a
majority of the shares represented at such meeting and entitled to vote for the
election of directors.
SECTION 3.10. ACTION WITHOUT MEETING. Subject to the provisions of the
Investment Company Act of 1940, as amended, any action permitted or required by
law, these Bylaws or by the Articles of Incorporation to be taken at a meeting
of the Board of Directors or any committee may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all the
members of the Board of Directors of such committee, as the case may be. Such
consent shall have the same force and effect as a unanimous vote at a meeting,
and may be stated as such in any document or instrument filed with the
Secretary of State or State Department of Assessments and Taxation of Maryland.
ARTICLE IV
COMMITTEES
SECTION 4.1. EXECUTIVE COMMITTEE. The Board of Directors may, by
resolution adopted by a majority of the entire Board of Directors, designate an
Executive Committee consisting of the President and one or more of the
directors of the Company, and may delegate to such Executive Committee any of
the powers of the Board of Directors except:
a. the power to declare dividends or distributions on stock;
b. the power to recommend to the shareholders any action which requires
shareholder approval;
c. the power to amend the Bylaws;
d. the power to approve any merger or share exchange which does not
require shareholder approval; or
e. the power to issue stock, except as hereafter provided.
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If the Board of Directors has given general authorization for the issuance of
stock of any class, the Executive Committee, in accordance with a general
formula or method specified by the Board of Directors by resolution, may fix
the terms of such class and the terms on which any stock may be issued, to the
extent permitted by law and the Articles of Incorporation.
The Executive Committee shall keep written minutes of its proceedings and shall
report such minutes to the Board of Directors. All such proceedings shall be
subject to revision or alteration by the Board of Directors; provided, however,
that third parties shall not be prejudiced by such revision or alteration.
SECTION 4.2. OTHER COMMITTEES. The Board of Directors may, by resolution
or resolutions adopted by a majority of the entire Board, designate one or more
committees, each committee to consist of two or more of the directors of the
Company, which committee shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Company to the
extent provided in said resolution or resolutions, except where action of the
Board of Directors is specified by law. Such committee or committees shall have
such name or names as may be determined from time to time by resolution adopted
by the Board of Directors. The Board of Directors shall have the power at any
time to fill vacancies in, to change the size or membership of, and to
discharge any such committees.
SECTION 4.3. GENERAL. A committee shall fix its own rules of procedure not
inconsistent with these Bylaws and with any directions of the Board of
Directors. It shall meet at such times and places and upon such notice as shall
be provided by such rules or by resolution of the Board of Directors. The
presence of a majority shall constitute a quorum for the transaction of
business, and in every case an affirmative vote of a majority of the members of
the committee present shall be necessary for the taking of any action. A
committee shall keep regular minutes of its proceedings and report the same to
the Board of Directors when required.
ARTICLE V
OFFICERS
SECTION 5.1. NUMBER. The officers of the Company shall be chosen by the
Board of Directors and shall be a Chairman of the Board, a President, a Vice
President, a Secretary and a Treasurer. The Board of Directors may also choose
additional Vice Presidents, and one or more Assistant Secretaries and Assistant
Treasurers.
SECTION 5.2. SELECTION. The Board of Directors annually shall choose a
Chairman of the Board, a President, one or more Vice Presidents, a Secretary
and a Treasurer, none of whom, other than the Chairman of the Board, need be a
member of the Board. Any two or more offices, except the offices of President
and Vice President, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity if such
instrument is required by law, the Articles of Incorporation or these Bylaws to
be executed, acknowledged or verified by two or more officers.
SECTION 5.3. TERM OF OFFICE. The officers of the Company shall hold
office until their successors are chosen and qualified. Any vacancy occurring
in any office of the Company shall be filled by the Board of Directors.
SECTION 5.4. SELECTION OF OTHER OFFICERS AND AGENTS. The Board of
Directors may appoint such other officers and agents as it shall deem
necessary, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors.
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SECTION 5.5. SALARIES. The salaries of all officers and agents of the
Company shall be fixed by the Board of Directors. No officer shall be
disqualified from receiving a salary by reason of his also being a director of
the Company.
SECTION 5.6. SUSPENSION. Except for the Chairman of the Board and the
President of the Company, all officers shall be subject to peremptory
suspension by written order of the President, subject to subsequent action of
the Board of Directors. The Chairman of the Board and the President of the
Company shall be subject to peremptory suspension by written order of the Board
of Directors.
SECTION 5.7. REMOVAL. Any officer or agent of the Company may be removed
during his term by a majority vote of the Board of Directors whenever, in its
judgment, removal of such person would serve the best interests of the Company.
Such removal shall terminate all of such person's authority as an officer of
agent, but his right to salary and any contract rights shall depend on the
terms of his employment and the circumstances of his removal. Election or
appointment of an officer or agent shall not of itself create contract rights.
SECTION 5.8. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at meetings of the Board of Directors. He shall have such other powers
as are usually incident to the office of Chairman of the Board and shall
exercise such other specific powers as the Board of Directors may from time to
time assign to him.
SECTION 5.9. PRESIDENT. Subject to the control of the Board of Directors,
the President shall be the chief operating officer of the Company and shall
preside at all meetings of the shareholders. He shall assume general and active
management of the business of the Company and general and active supervision
and direction over the other officers, agents, and employees of the Company and
shall see that their duties are properly performed. The foregoing shall not
apply to any responsibilities delegated by the Board of Directors to a manager,
investment adviser, underwriter, custodian, or transfer agent pursuant to any
written contract, as provided for in the Articles of Incorporation or these
Bylaws.
The President, either alone or (if so required by law, these Bylaws or the
Board of Directors) with the Secretary or any other officer of the Company so
authorized by the Board of Directors, may sign certificates of shares of the
Company or any deeds, mortgages, bonds, contracts or other instruments that the
Board of Directors has authorized for execution, except when the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
these Bylaws to some other officer or agent of the Company or shall be required
by law to be otherwise signed or executed.
The President, in conjunction with the Secretary, may duly authenticate
the Company records or copies thereof for use as evidence in any action or
proceeding to which the Company may be a party.
In general, the President shall perform all duties incident to the office
of President and such other duties as may be prescribed by the Board of
Directors from time to time.
SECTION 5.10. THE VICE PRESIDENTS. The Vice President, or if there shall
be more than one, the Vice Presidents in the order determined by the Board of
Directors, shall be vested with all the powers and required to perform all the
duties of the President in his absence or disability or refusal to act, and
when so acting shall have all the powers of and be subject to all the
restrictions upon the President. Each Vice President shall perform such other
duties and have such other powers as the President or the Board of Directors
may from time to time prescribe.
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SECTION 5.11. THE SECRETARY AND ASSISTANT SECRETARIES. The Secretary of
the Company shall have the following powers and duties:
a. to keep the minutes of the meetings of shareholders, of the Board of
Directors, and of any committee thereof in one or more books provided
for that purpose;
b. to see that all notices are duly given, in accordance with these
Bylaws or as required by law;
c. to be custodian of the corporate records and the seal of the Company;
d. to see that the seal of the Company is affixed to all documents duly
authorized for execution under seal on behalf of the Company;
e. to keep or cause to be kept for the Company the stock ledger described
in Section 7.2 of these Bylaws;
f. to countersign certificates for Company shares, the issuance of which
have been authorized by resolution of the Board of Directors;
g. to have general charge of the stock transfer books of the Company;
h. to duly authenticate, in conjunction with the President, the Company
records or copies thereof to be used as evidence in any action or
proceedings to which the Company may be a party and
i. to perform all duties incidental to the Office of Secretary and such
other duties as, from time to time, may be assigned to the Secretary
by the President or Board of Directors.
The Assistant Secretary, or if there by more than one, the Assistant
Secretaries in the order determined by the Board of Directors, shall, in the
absence or refusal to act or disability of the Secretary, perform the duties
and exercise the powers of the Secretary and shall perform such other duties
as, from time to time, may be assigned by the President, the Secretary or the
Board of Directors.
SECTION 5.12. THE TREASURER AND ASSISTANT TREASURERS. The Treasurer shall:
a. have charge and custody of, and be responsible for, all the funds and
securities of the Company, except those which the Company has placed
in the custody of a bank or trust company pursuant to a written
agreement designating such bank or trust company as custodian of the
property of the Company;
b. keep full and accurate accounts of the receipts and disbursements in
books belonging to the Company;
c. cause all monies and other valuables to be deposited to the credit of
the Company;
d. receive, and give receipts for, monies due and payable to the Company
from any source whatsoever;
e. disburse the funds of the Company and supervise the investment of its
funds as ordered or authorized by the Board of Directors, taking
proper vouchers therefore; and
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f. in general, perform all the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him by
the President, or the Board of Directors.
The Assistant Treasurer, or if there be more than one, the Assistant
Treasurers in the order determined by the Board of Directors, shall, in the
absence or refusal to act or disability of the Treasurer, perform such other
duties as, from time to time, may be assigned by the President, the Treasurer
or the Board of Directors.
SECTION 5.13. OTHER SUBORDINATE OFFICERS. Other subordinate officers and
agents appointed by the Board of Directors shall exercise such powers and
perform such duties as may be assigned by the President or may be delegated to
them by the resolution appointing them, or by subsequent resolutions adopted
from time to time by the Board of Directors.
SECTION 5.14. BONDING. The Board of Directors may require any officer,
agent or employee to give bond for the faithful discharge of his duty and for
the protection of the Company in such sum and with such surety or sureties as
the Board of Directors may deem advisable.
ARTICLE VI
WAIVERS OF NOTICE
Whenever, under the provisions of any law, the Articles of Incorporation
of amendments thereto, or these Bylaws, any notice is required to be given to
any shareholder, director or committee member, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be equivalent to the giving of such
notice. Waivers given by telegram, radiogram, or cablegram shall be deemed
waivers in writing within the meaning of these Bylaws.
ARTICLE VII
CAPITAL STOCK
SECTION 7.1. SHARE CERTIFICATES. The Company will issue upon written
request certificates representing all full shares to which shareholders are
entitled. No certificate may be issued until payment for the shares represented
thereby has been made in full. Such certificates shall be numbered and
registered in the order in which they are issued, shall be signed by the
Chairman of the Board, President or Vice President and countersigned by the
Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer,
and may bear the seal of the Company or a facsimile thereof. The signatures of
such officers upon a certificate may be facsimiles, if the certificate is
countersigned by a transfer agent. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
Company with the same effect as if he were such officer at the date of its
issuance. Each share certificate shall include on its face the name of the
Company, the name of the shareholder and the class of stock and number of
shares represented by the certificate. In addition it shall contain on its face
or its back a statement that the Company will furnish to any of the
shareholders upon request and without charge a full statement of the
designations and any preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption of the shares of each class which the Company is
authorized to issue and the authority of the Board of Directors to designate
new classes and determine such matters with respect thereto.
SECTION 7.2. STOCK LEDGER AND RECORD OF SHAREHOLDERS. The Company shall
maintain at its offices in the City of San Antonio, State of Texas, or at the
offices of a transfer agent, if one is appointed, an original or
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duplicate stock ledger containing the names and addresses of all shareholders
and the number of shares of each class held by each shareholder, and, if a
certificate has been issued, the certificate number, date of issue and whether
it was original issue or by transfer. The Board of Directors of the Company may
appoint one or more transfer agents of the stock of the Company. Unless and
until such appointment is made, the Secretary of the Company shall maintain the
stock ledger. The names of shareholders as they appear on the stock ledger
shall be the official list of shareholders of record of the Company for all
purposes. The Company shall be entitled to treat the holder of record of any
shares of the Company as the owner thereof for all purposes, and shall not be
bound to recognize any equitable or other claim to, or interest in, such shares
or any rights deriving from such shares, on the part of any other person,
including (but without limitation) a purchaser, assignee or transferee, unless
and until such other person becomes the holder of record of such shares,
whether or not the Company shall have either actual or constructive notice of
the interest of such other person, except as otherwise provided by the laws of
Maryland.
SECTION 7.3. TRANSFERS OF SHARES. The shares of the Company shall be
transferable on the stock certificate books of the company upon appropriate
authorization in person by the holder of record thereof, or his duly authorized
attorney or legal representative, and, if a certificate was issued, upon
endorsement and surrender for cancellation of the certificate for such shares.
All certificates surrendered for transfer shall be cancelled, and no new
certificates shall be issued to the transferee until a former certificate or
certificates for a like number of shares shall have been surrendered and
cancelled, except that in the case of a lost, destroyed or mutilated
certificate, a new certificate may be issued therefor upon such conditions for
the protection of the Company and any transfer agent of the Company as the
Board of Directors may prescribe.
SECTION 7.4. ACCOUNT MAINTENANCE CHARGES. The Board of Directors may, in
accordance with such terms and conditions as it may from time to time
prescribe, establish an account maintenance charge to be paid by shareholders
of the Company for maintenance of their accounts. Any account maintenance
charge established by the Board of Directors of the Company may be charged
against income credited to a shareholder account and, to the extent there is
not sufficient income credited to a shareholder account in any period to cover
such charge, the Company may redeem sufficient shares owned by a shareholder to
cover such charges. A shareholder charged with any maintenance charge pursuant
to this Section 7.4 as a result of having an account with a value less than a
specified amount shall be given prompt written notice at the time of imposition
of such charge.
ARTICLE VIII
CUSTODIAN
SECTION 8.1. EMPLOYMENT OF CUSTODIAN. All assets of the Company shall be
held by one or more custodian banks or trust companies meeting the requirements
of the Investment Company Act of 1940, as amended, and having capital, surplus
and undivided profits of at least $2,000,000 and may be registered in the name
of the Company, including a designation of the particular class to which such
assets belong, or any such custodian, or a nominee of either of them. The terms
of any custodian agreement shall be determined by the Board of Directors, which
terms shall be in accordance with the provisions of the Investment Company Act
of 1940, as amended. If so directed by vote of the holders of a majority of the
outstanding shares of a particular class or by vote of the Board of Directors,
the custodian of the assets belonging to such class shall deliver and pay over
such assets as specified in such vote.
Subject to such rules, regulations and orders as the Securities and
Exchange Commission may adopt, the Company may direct a custodian to deposit
all or any part of the securities owned by the Company in a system for the
central handling of securities established by a national securities exchange or
a national securities association registered with the Securities and Exchange
Commission, or otherwise in accordance with the
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Investment Company Act of 1940, as amended, pursuant to which system all
securities of any particular class of any issuer deposited within the system
are treated as fungible and may be transferred or pledged by bookkeeping entry
without physical delivery of such securities, provided that all such deposits
shall be subject to withdrawal only upon the order of the Company or a
custodian.
ARTICLE IX
INSPECTION OF BOOKS AND SHAREHOLDER LIST
SECTION 9.1. INSPECTION OF BOOKS. The Directors shall have the power from
time to time to determine whether and to what extent, and at what times and
places, and under what conditions and regulations the accounts and books of the
Company (other than the stock ledger) or any of them shall be open to the
inspection of the shareholders. No shareholder shall have any right to inspect
any account or book or document of the Company except as conferred by law or
authorized by the Board of Directors or the shareholders.
SECTION 9.2. INSPECTION OF SHAREHOLDER LIST. Any one or more persons, who
together are and for at least six months have been shareholders of record of at
least 5% of the outstanding shares of the Company, may submit (unless the
Company at the time of the request maintains a duplicate stock ledger at its
principal office in Maryland) a written request to any officer of the Company
or its resident agent in Maryland for a list of the shareholders of the
Company.
Within 20 days after such request, there shall be prepared and filed at the
Company's principal office in Maryland a list, verified under oath by an
officer of the Company or by its stock transfer agent or registrar, which sets
forth the name and address of each shareholder and the number of shares of each
class which the shareholder holds.
ARTICLE X
MISCELLANEOUS
SECTION 10.1. FISCAL YEAR. The fiscal year of the Company (except for the
class designated the S&P 500 Index Fund) shall begin on the first day of August
and end on the thirty-first day of July in each year. The fiscal year of the
S&P 500 Index Fund shall begin on the first day of January and end on the
thirty-first day of December in each year.
SECTION 10.2. SEAL. The corporate seal shall have inscribed thereon the
name of the Company, the year of its organization and the words "Corporate
Seal, Maryland." The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.
SECTION 10.3. ANNUAL STATEMENT OF AFFAIRS. The President or any Vice
President or the Treasurer shall prepare annually a full and correct statement
of the affairs of the Company, to include a balance sheet and a financial
statement of operations for the preceding fiscal year. The statement of affairs
shall be placed on file at the Company's principal office within 120 days after
the end of the fiscal year.
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ARTICLE XI
AMENDMENT
SECTION 11.1. BY SHAREHOLDERS. These Bylaws may be amended, altered,
repealed or added to at any special meeting called for that purpose by the
affirmative vote of a majority of the shares entitled to vote and represented
at such meeting.
SECTION 11.2. BY DIRECTORS. The Board of Directors may alter and amend
these Bylaws at any regular meeting of the Board, or at any special meeting of
the Board called for that purpose, by the affirmative vote of a majority of
such Board, except where a vote of shareholders is required by law, the
Articles of Incorporation, or these Bylaws.
CONTRACT\MF\BYLAWS\07-19-00.MF
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