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SIGNATURE JAIME M. SEPULVEDA
TITLE ASSISTANT TREASURER
<TABLE> <S> <C>
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<NAME> USLIFE INCOME FUND
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</TABLE>
BYLAWS
OF
USLIFE INCOME FUND, INC.
AMENDED AND RESTATED JANUARY 18, 2000
ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of
Baltimore, State of Maryland.
Section 2. The Corporation shall also maintain an office at
2929 Allen Parkway, Houston, Texas, 77019, and 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 Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Meetings of stockholders shall be held at the
office of the Corporation in Houston, 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. The Board of Directors shall call an annual
meeting of the stockholders of the Corporation, on such date as may be
fixed by the Board of Directors, in any year in which the Investment
Company Act of 1940 requires that the stockholders of the Corporation
(1) elect Directors, (2) approve an investment advisory agreement, or (3)
ratify the selection of independent public accountants. The Directors
shall also call an annual meeting of the stockholders in any year when
such meeting shall be required to comply with any other Federal or State
law, or regulations thereunder.
Section 3. At any time in the interval between annual
meetings, special meetings of the stockholders may be called by the
Chairman of the Board of Directors, any Vice Chairman of the Board of
Directors, by the President, or by the Board of Directors.
Section 4. Special meetings of stockholders shall be called
by the Secretary upon the written request of the holders of not less than a
majority of all shares entitled to vote at such meeting. Such request shall
state the purpose or purposes of such meeting and the matters proposed
to be acted upon thereat. Any such special meeting called at the request
of stockholders shall be held not less than thirty (30) and not more than
ninety (90) days after receipt of the request, on such date and at such
time and place as may be designated by the Board of Directors.
Section 5. Not less than ten (10) nor more than ninety (90)
days before the date of each stockholders' meeting, the Secretary shall
give to each stockholder entitled to vote at such meeting, and to each
stockholder not entitled to vote who is entitled by statute to notice,
written or printed notice stating the time and place of the meeting and, in
the case of a special meeting, 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 stockholder at his or her mailing address as it
appears on the records of the Corporation, with postage thereon prepaid.
No notice of the time, place or purpose of any meeting of
stockholders need be given to any stockholder who attends in person or
by proxy or to any stockholder who, in writing executed and filed with
the records of the meeting, either before or after the holding thereof,
waives such notice.
Section 6. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 7. At any meeting of stockholders, the presence in
person or by proxy of stockholders entitled to cast a majority of the votes
thereat shall constitute a quorum; but this section shall not affect any
requirement under any statute or under the Articles of Incorporation for
the vote necessary for the adoption of any measure. If, however, such
quorum shall not be present or represented at any meeting of the
stockholders, a majority of the stockholders present in person or
represented by proxy, shall have power to 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 8. The Board of Directors may set a record date or
direct that the stock transfer books be closed for a stated period for the
purpose of making any proper determination with respect to
stockholders, including which stockholders are entitled to notice of a
meeting, vote at a meeting, receive a dividend or be allotted other rights.
The record date may not be more than ninety (90) days before the date
on which the action requiring the determination will be taken. The
transfer books may not be closed for a period longer than twenty (20)
days. In the case of a meeting of stockholders, the record date or the
closing of the stock transfer books shall be at least ten (10) days before
the date of the meeting.
Section 9. A majority of the votes cast at a meeting of the
stockholders, duly called and at which a quorum is present, shall be
sufficient to take any action on any matter which may properly come
before the meeting, except that the vote of at least 75% of the
stockholders, in addition to any vote of the Board of Directors as may be
required by law or by the Bylaws, shall be necessary to effect any of the
following actions: (a) any amendment to the Articles of Incorporation to
convert the Corporation from a closed-end investment company form to
an open-end investment company form (as such terms are defined in the
Investment Company Act of 1940); (b) any stockholder proposal as to
specific investment decisions made or to be made with respect to the
Corporation's assets; or (c) any Business Combination.
Business Combination shall mean the following: (a) any merger
or consolidation of the Corporation with or into any other person; (b) any
sale, lease, exchange, mortgage, pledge, transfer or other disposition (in
one transaction or a series of transactions) to or with any other person of
any assets of the Corporation except for portfolio transactions of the
Corporation effected in the ordinary course of the Corporation's
business; (c) the issuance or transfer by the Corporation (in one
transaction or a series of transactions) of any shares of the Corporation to
any other person in exchange for cash, securities or other property (or a
combination thereof) excluding sales of any shares of the Corporation in
connection with a public offering thereof.
Section 10. At all meetings of stockholders every stockholder
of record entitled to vote thereat shall be entitled to vote at such meeting
either in person or by proxy appointed by instrument in writing
subscribed by such stockholder or his duly authorized attorney. No
proxy shall be valid after eleven (11) months from its date, unless
otherwise provided in the proxy. A stockholder may authorize another
person to act as proxy by transmitting or authorizing the transmission of
a telegram, cablegram, datagram or other means of electronic
transmission to the person authorized to act as proxy or to a proxy
solicitation firm or proxy support service organization, or other person
authorized by the person who will act as proxy to receive the
transmission. A copy, facsimile telecommunication or other reliable
writing or transmission of a proxy may be substituted for the original
writing or transmission for any purpose for which the original writing or
transmission could be used. At all meetings of stockholders, unless the
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 Chairman of the meeting.
Section 11. At any meeting of stockholders at which Directors
are to be elected, the Board of Directors prior thereto may, or, if they
have not so acted, the Chairman of the meeting may, and upon the
request of the holders of ten percent (10%) of the stock entitled to vote
at such meeting shall, appoint two Inspectors of Election who shall first
subscribe an oath or affirmation to execute faithfully the duties of
Inspectors at such election with strict impartiality and according to the
best of their ability, and shall after the election make a certificate of the
result of the vote taken. No candidate for the office of Director shall be
appointed such Inspector.
The Chairman of the meetings may cause a vote by ballot to be
taken upon any election or matter, and such vote shall be taken upon the
request of the holders of ten percent (10%) of the stock entitled to vote
on such election or matter.
Section 12. At all such meetings of the stockholders, all
proxies shall be received and taken in charge of and all ballots shall be
received and canvassed by the Chairman of the meeting, who shall
decide all questions touching the qualification of voters, the validity of
the proxies, and the acceptance or rejection of votes, unless Inspectors of
Election shall have been appointed as provided in Section 11, in which
event, such Inspectors of Election shall decide all such questions.
Section 13. Stockholders may participate in a meeting by
means of a conference telephone or similar communications equipment
if all persons participating in the meeting can hear each other at the same
time. Participation in a meeting by these means shall constitute presence
in person at the meeting.
Section 14. No business may be transacted at an annual
meeting of stockholders, other than business that is either (a) specified in
the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors (or any duly authorized committee
thereof), (b) otherwise properly brought before the annual meeting by or
at the direction of the Board of Directors (or any duly authorized
committee thereof) or (c) otherwise properly brought before the annual
meeting by any stockholder of the Corporation (i) who is a stockholder
of record on the date of the giving of the notice provided for in this
Section 14 and on the record date for the determination of stockholders
entitled to vote at such annual meeting and (ii) who complies with the
notice procedures set forth in this Section 14.
In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form
to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of
the Corporation not more than one-hundred twenty (120) nor less than
ninety (90) days prior to the anniversary date of the immediately
preceding annual meeting of stockholders; provided, however, that in the
event that the annual meeting is called for a date that is not within
twenty-five (25) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the
close of business on the tenth (10th) day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever first
occurs.
To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to
bring before the annual meeting (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and record
address of such stockholder, (iii) the class and series and the number of
shares of each class and series of stock of the Corporation which are
owned beneficially or of record by such stockholder, (iv) a description of
all arrangements or understandings between such stockholder and any
other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest
of such stockholder in such business and (v) a representation that such
stockholder intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting. In addition,
notwithstanding anything in this Section 14 to the contrary, a stockholder
intending to nominate one or more persons for election as a Director at
an annual or special meeting must comply with Article II, Section 15 of
these Bylaws for such nomination or nominations to be properly brought
before such meeting.
No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in
accordance with the procedures set forth in this Section 14, provided,
however, that once business has been properly brought before the annual
meeting in accordance with such procedures, nothing in this Section 14
shall be deemed to preclude discussion by any stockholder of any such
business. If the Chairman of an annual meeting determines that business
was not properly brought before the annual meeting in accordance with
the foregoing procedures, the Chairman shall declare to the meeting that
the business was not properly brought before the meeting and such
business shall not be transacted.
Section 15. Only persons who are nominated in accordance with
the following procedures shall be eligible for election as Directors of the
Corporation. Nominations of persons for election to the Board of
Directors may be made at any annual meeting of stockholders, or at any
special meeting of stockholders called for the purpose of electing
directors, (a) by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving
of the notice provided for in this Section 15 and on the record date for
the determination of stockholders entitled to vote at such meeting and (ii)
who complies with the notice procedures set forth in this Section 15.
In addition to any other applicable requirements, for a nomination
to be made by a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of
the Corporation (a) in the case of an annual meeting, not more than
one-hundred twenty (120) nor less than ninety (90) days prior to the
anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual
meeting is called for a date that is not within twenty-five (25) days
before or after such anniversary date, notice by the stockholder in order
to be timely must be so received not later than the close of business on
the tenth (10th) day following the day on which such notice of the date
of the annual meeting was mailed or such public disclosure of the date of
the annual meeting was made, whichever first occurs; and (b) in the case
of a special meeting of stockholders called for the purpose of electing
directors, not later than the close of business on the tenth (10th) day
following the day on which notice of the date of the special meeting was
mailed or public disclosure of the date of the special meeting was made,
whichever first occurs.
To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the stockholder
proposes to nominate for election as a director (i) the name, age, business
address and residence address of the person, (ii) the principal occupation
or employment of the person, (iii) the class and series and the number of
shares of each class and series of stock of the Corporation which are
owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be disclosed
in a proxy statement or other filings required to be made in connection
with solicitations of proxies for election of directors pursuant to Section
14 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder; and (b) as
to the stockholder giving the notice (i) the name and record address of
such stockholder, (ii) the class and series and number of shares of each
class and series of stock of the Corporation which are owned beneficially
or of record by such stockholder, (iii) a description of all arrangements
or understandings between such stockholder and each proposed nominee
and any other person or persons (including their names) pursuant to
which the nominations are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by
proxy at the meeting to nominate the person or persons named in its
notice and (v) any other information relating to such stockholder that
would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. Such notice must be
accompanied by a written consent of each proposed nominee to being
named as a nominee and to serve as a director if elected.
No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set
forth in this Section 15. If the Chairman of the meeting determines that a
nomination was not made in accordance with the foregoing procedures,
the Chairman shall declare to the meeting that the nomination was
defective and such defective nomination shall be disregarded.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Except as otherwise provided by operation of law,
by the Articles of Incorporation, or by these Bylaws, the business and
affairs of the Corporation shall be managed under the direction of, and
all powers of the Corporation shall be exercised by or under the authority
of, the Board of Directors.
Section 2. By vote of a majority of the entire Board of
Directors, the number of Directors may be increased or decreased from
time to time, but such number shall not be less than three (3) nor more
than twenty (20), and the tenure of office of a Director shall not be
affected by any decrease in the number of Directors so made by the
Board of Directors. The Board of Directors shall be divided into three
classes. Within the limits above specified, the number of directors in
each class shall be determined by resolution of the Board of Directors.
The term of office of the first class shall expire on the date of the annual
meeting of stockholders held in 1999. The term of office of the second
class shall expire one year thereafter. The term of office of the third
class shall expire two years thereafter. Upon expiration of the term of
office in each class as set forth above, the number of Directors in such
class, as determined by the Board of Directors, shall be elected for a term
of three years to succeed the Directors whose terms of office expire. The
Directors shall be elected at the annual meeting of the stockholders,
except as provided in Section 3 of this Article III, and each Director
elected shall hold office until his successor is duly elected and qualifies,
or until his earlier resignation, death, or removal. Any vacancy created
by an increase in Directors may be filled in accordance with Section 3 of
this Article III. Directors need not be stockholders.
Section 3. Subject to the provisions of the Investment
Company Act of 1940, as amended, any vacancy occurring on the Board
of Directors for any cause may be filled only by the affirmative vote of a
majority of the directors in office, even if the remaining directors do not
constitute a quorum. A Director elected by the Board of Directors to fill
a vacancy shall be elected to hold office until his successor is duly
elected and qualifies, or until his earlier resignation, death or removal.
The Board may not elect any Director to fill any vacancy as provided
herein unless immediately after filling any such vacancy at least
two-thirds of the Directors then holding office shall be those named in
the Articles of Incorporation or shall have been elected to such office at
an annual or special meeting of stockholders. If at any time less than a
majority of the Directors in office shall consist of Directors elected by
holders of outstanding voting securities, a meeting of the stockholders
shall be called forthwith, and in any event within sixty (60) days (unless
the Securities and Exchange Commission shall by order extend such
period), for the purposes of electing Directors to fill any existing
vacancies in the Board of Directors.
Section 4. At any meeting of stockholders, duly called and at
which a quorum is present, and, in the case of a special meeting of
stockholders, if notice thereof is included in the notice of such special
meeting, the stockholders may, by the affirmative vote of the holders of
two-thirds of the votes entitled to be cast thereon, remove for cause any
Director or Directors from office. Directors may not be removed from
office without cause.
Section 5. Regular meetings of the Board of Directors may
be held at any place in or out of the State of Maryland as the Board of
Directors may from time to time determine.
Section 6. Regular meetings of the Board of Directors may
be held at such time and place as shall from time to time be determined
by the Board of Directors.
Section 7. Special meetings of the Board may be called at
any time by the Chairman of the Board of Directors, if one be appointed,
or by the executive committee, if one be constituted, by vote at a
meeting, or by the President or by a majority of the Directors or by any
Vice Chairman of the Board of Directors. Special meetings may be held
at such place or places within or without Maryland as may be designated
from time to time by the Board of Directors; in the absence of such
designation such meetings shall be held at such places as may be
designated in the call.
Section 8. Notice of the place and time of every meeting of
the Board of Directors shall be given to each Director orally or sent to
him by telegraph, facsimile or by mail, or left at his residence or usual
place of business not less than one (1) day before the date of the meeting.
If mailed, such notice shall be deemed to be given four (4) business days
after deposited in the United States mail addressed to the Director at his
mailing address on the records of the Corporation, with postage thereon
prepaid.
Section 9. At any meeting of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for
the transaction of business and the action of a majority of the Directors
present at any meeting at which a quorum is present shall be the action of
the Board of Directors, unless the concurrence of a greater proportion is
required for such action by statute, the Articles of Incorporation or these
Bylaws. If a quorum shall not be present at any meeting of Directors, the
Directors present thereat may by a majority vote adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 10. Members of the Board of Directors or any
committee thereof may participate in a meeting by means of a
conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in
person at the meeting except any meeting to consider the entry into or
renewal of any contract or agreement whereby any person agrees to
serve as investment adviser or principal underwriter of the Corporation,
or any meeting to select an independent public accountant for the
preparation of any of the Corporation's financial statements.
Section 11. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting, if a written consent to such action is signed
by all members of the Board or of such committee, as the case may be,
and such written consent is filed with the minutes of proceedings of the
Board or committee.
Section 12. The Board of Directors may appoint one of its
members to serve as Chairman of the Board of Directors, and may
appoint one or more of its members to serve as Vice Chairman of the
Board of Directors. The Board of Directors also may appoint from
among its members an executive committee and other committees
composed of two or more Directors, and may delegate to such
committees, any of the powers of the Board of Directors except the
power to declare dividends or distributions on stock, recommend to the
stockholders any action which requires stockholder approval, amend the
Bylaws, approve any merger or share exchange which does not require
stockholder approval or issue stock. In the absence of any member of
any such committee, the members thereof present at any meeting,
whether or not they constitute a quorum, may appoint a member of the
Board of Directors to act in the place of such absent member.
Section 13. Directors may receive such compensation for their
services as may be fixed from time to time by resolution of the Board,
and, in addition, may be reimbursed for reasonable expenses incurred in
connection with the discharge of their duties and responsibilities,
including but not limited to attendance at regular or special meetings of
the Board or of any committee thereof.
ARTICLE IV
NOTICES
Section 1. Notices to stockholders shall be in writing and
delivered personally or mailed to the stockholders at their mailing
addresses appearing on the books of the Corporation, or such notice may
be left at the stockholder's residence or usual place of business. Notice
to stockholders by mail shall be deemed to be given at the time the same
shall be mailed.
Section 2. Whenever any notice of the time, place or purpose
of any meeting of stockholders, Directors or committee is required to be
given under the provisions of the statute or under the provisions of the
Articles of Incorporation or these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to such notice and filed with the
records of the meeting, whether before or after the holding thereof, or
actual attendance at the meeting of stockholders in person or by proxy,
or at the meeting of Directors or committee in person, shall be deemed
equivalent to the giving of such notice to such persons.
ARTICLE V
OFFICERS
Section 1. The executive officers of the Corporation shall be
chosen by the Board of Directors as soon as may be practicable after the
annual meeting of stockholders. Such officers shall include a President,
one or more Vice Presidents, a Secretary and a Treasurer. The Board of
Directors may also in its discretion appoint Assistant Secretaries,
Assistant Treasurers, and other officers, agents and employees, who shall
have such authority and perform such duties as the Board or the
executive committee may determine. The Board of Directors may fill
any vacancy which may occur in any office. Any two offices, except
those 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 statute or these
Bylaws to be executed, acknowledged or verified by two or more
officers.
Section 2. The term of office of all officers shall be one year
and until their respective successors are chosen and qualify, or until their
earlier resignation, death or removal. Any officer may be removed from
office at any time by the vote of a majority of the entire Board of
Directors upon a finding that removal is in the best interest of the
Corporation.
Section 3. The officers of the Corporation shall have such
powers and duties as generally pertain to their respective offices, as well
as such powers and duties as may from time to time be conferred by the
Board of Directors or the executive committee, if any.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Shares of the stock of the Corporation may be
issued without certificates or, if directed by the Board of Directors, be
issued in the form of a certificate or certificates which shall represent and
certify the number and kind of class of shares owned by a stockholder in
the Corporation. Any such certificate shall be in such form as the Board
of Directors may from time to time prescribe.
Section 2. Shares of the stock of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in
person or by his duly authorized attorney or legal representative, upon
surrender and cancellation of certificates, if any, for the same number of
shares, duly endorsed or accompanied by proper instruments of
assignment and transfer, with such proof of the authenticity of the
signature as the Corporation or its agents may reasonably require; in the
case of shares not represented by certificates, the same or similar
requirements may be imposed by the Board of Directors.
Section 3. The stock ledgers of the Corporation, containing
the name and mailing address of the stockholders and the numbers of
shares held by them respectively, shall be kept at the principal offices of
the Corporation or, if the Corporation employs a transfer agent, at the
offices of the transfer agent of the Corporation.
Section 4. The Board of Directors may determine the
conditions upon which a new certificate of stock of the Corporation of
any class may be issued in place of a certificate which is alleged to have
been lost, stolen or destroyed; and may, in their discretion, require the
owner of such certificate or his legal representative to give bond, with
sufficient surety to the Corporation and the transfer agent, if any, to
indemnify it and such transfer agent, if any, against any and all loss or
claims which may arise by reason of the issue of a new certificate in the
place of the one so lost, stolen or destroyed.
ARTICLE VII
CUSTODIANSHIP
All cash and securities owned by the Corporation shall be held by
a bank or trust company of good standing, having a capital, surplus and
undivided profits aggregating not less than two million dollars
($2,000,000), provided such a bank or trust company can be found and
ready and willing to act. Upon the resignation or inability to serve of
any bank or trust company the Corporation shall (i) use its best efforts to
obtain a qualified successor, (ii) require the cash and securities of the
Corporation held by such bank or trust company to be delivered directly
to the successor, and (iii) in the event that no qualified successor can be
found, submit to the holders of the shares of the capital stock of the
Corporation at the time outstanding and entitled to vote, before
permitting delivery of such cash and securities to anyone other than a
qualified successor, the question whether the Corporation shall be
dissolved and liquidated or shall function without a qualified bank or
trust company to hold such cash and securities. Upon such resignation
or inability to service, such bank or trust company may deliver any assets
of the Corporation held by it to a qualified bank or trust company
selected by it, such assets to be held subject to the terms of the
agreement which governed such retiring bank or trust company, pending
action by the Corporation as set forth in this Article. Nothing herein
contained, however, shall prevent the termination of any agreement
between the Corporation and any such bank or trust company by the
Corporation at the discretion of the Board of Directors, and any such
agreement shall be terminated upon the affirmative vote of the holders of
a majority of all the shares of the capital stock of the Corporation at the
time outstanding and entitled to vote.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Dividends upon the capital stock of the
Corporation, subject to the
provisions of the Articles of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting or by unanimous
written consent, pursuant to law.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such
sum or sums as the Directors from time to time, in their absolute
discretion, think proper as a reserve fund to meet contingencies, or the
equalizing of dividends, or for repairing or maintaining any property of
the Corporation, or for such other purpose as the Directors shall think
conducive to the interests of the Corporation, and the Directors may
modify or abolish any such reserve in the manner in which it was
created.
Section 3. All checks, drafts, and orders for the payment of
money, notes and other evidences of indebtedness, issued in the name of
the Corporation shall be signed by such officer or officers as the Board
of Directors may from time to time designate.
Section 4. The fiscal year of the Corporation shall be twelve
calendar months ending on June 30, except as otherwise established by
the Board of Directors.
Section 5. The corporate seal shall have inscribed thereon the
name of the Corporation, 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 otherwise reproduced.
ARTICLE IX
CODE OF ETHICS
The Corporation and its Directors and its officers shall conduct
the Corporation's business and themselves in conformity with the
Corporation's Code of Ethics. The Code of Ethics adopted by the
Corporation pursuant to Section 17 of the Investment Company Act of
1940, as amended, and Rule 17-1(b)(1) thereunder, shall be made
available to all employees and affiliates of the Corporation. The Code
may only be changed by a majority vote of the Board of Directors.
ARTICLE X
AMENDMENTS
Section 1. The Board of Directors, by a vote of a majority of
all of its members, shall have the power, at any regular meeting or at any
special meeting, if notice thereof be included in the notice of such
special meeting, to alter, amend or repeal any Bylaws of the Corporation
and to make new Bylaws, except that the Board of Directors shall not
alter or repeal any Bylaws made by the stockholders.
Section 2. The holders of two-thirds of the shares of stock of
the Corporation at the time outstanding and entitled to vote shall have the
power, at any meeting of stockholders, duly called and at which a
quorum is present, and, in the case of a special meeting of stockholders,
if notice thereof is included in the notice of such special meeting, to
alter, amend or repeal any Bylaws of the Corporation and to make new
Bylaws.
USLIFE INCOME FUND, INC.
ARTICLES SUPPLEMENTARY
USLIFE Income Fund, Inc., a Maryland corporation (the
"Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST: Under a power contained in Title 3, Subtitle 8 of the
Maryland General Corporation Law (the "MGCL", the
Corporation, by resolutions of its Board of Directors (the
"Board of Directors"), duly adopted at a meeting duly called
and held on January 18, 2000, elected to become subject to
Sections 3-804 and 3-805 of the MGCL.
SECOND: The resolutions described above provide that,
notwithstanding any other provision in the charter or
Bylaws of the Corporation to the contrary, subject to the
provisions of the Investment Company Act of 1940, as
amended, the Corporation elects to be subject to Sections 3-
804 and 3-805 of the MGCL, the repeal of which may be
effected only by the means authorized by Section 3-802(b)(3)
of the MGCL.
THIRD: These Articles Supplementary have been approved by
the Board of Direct ors in the manner and by the vote
required by law.
FOURTH: The undersigned President of the Corporation
acknowledges these Articles Supplementary to be the
corporate act of the Corporation and, as to all matters or
facts required to be verified under oath, the undersigned
President acknowledges that, to the best of his knowledge,
information and belief, these matters and facts are true in
all material respects and that this statement is made under
the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these
Articles Supplementary to be executed under seal in its
name and on its behalf by its President and attested to by
its Secretary on this 18th day of January, 2000.
ATTEST: USLIFE INCOME FUND, INC.
/s/ Cynthia Toles By: /s/ Alice T. Kane (SEAL)
_________________ __________________
Secretary President
ANNUAL MEETING OF SHAREHOLDERS
Proxy Voting Results
The Annual Meeting of Shareholders of the Fund was held on December 3,
1999. Shareholders of the Fund voted on the election of four directors to the
Board, the ratification of the selection of KPMG LLP as independent auditor of
the Fund and a proposal submitted by a shareholder (and opposed by the Board
of Directors) requesting that the Fund invest in equity securities as well as
fixed income securities. The results of the proposals voted on by shareholders
of the Fund were as follows:
Election of four Directors to the Board.
Nominees of the Fund's Total
Board of Directors For Withheld Shares Voted
Kent E. Barrett 3,636,091 106,530 3,742,621
Judge Gustavo E.
Gonzales, Jr. 3,634,246 108,375 3,742,621
Alice T. Kane 3,636,341 106,280 3,742,621
Dr. F. Robert Paulsen 3,634,163 108,458 3,742,621
Nominees of the Total
Ernest Horejsi Trust No. 1B For Withheld Shares Voted
Stewart R. Horejsi 520,582 18,818 539,400
John S. Horejsi 520,582 18,818 539,400
Richard I. Barr 520,782 19,018 539,800
James G. Duff 520,782 19,018 539,800
The four nominees elected to the Board were Kent E. Barrett, Judge Gustavo
E. Gonzales, Jr., Alice T. Kane and Dr. F. Robert Paulsen. The nominees of
Ernest Horejsi Trust No. 1B were not elected to the Board. Those directors
whose current term of office did not expire in 1999 are: Dr. Judith L. Craven,
Dr. Timothy J. Ebner, Dr. Norman Hackerman, Dr. John Wm. Lancaster, Ben
H. Love and Dr. John E. Maupin, Jr.
Ratify the selection of KPMG LLP as independent auditor of the Fund for the
fiscal year ending June 30, 2000.
For Against Abstain Total Shares Voted
4,141,978 43,752 96,690 4,282,420
Proposal submitted by Ernest Horejsi Trust No. 1B requesting that the Board
of Directors take proper actions that result in the Fund investing in equity
securities as well as fixed income securities.
For Against Abstain Total Shares Voted
528,483 3,750,519 2,661 4,281,663
