<PAGE> PAGE 1
000 B000000 12/31/99
000 C000000 0001031235
000 D000000 Y
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0
000 J000000 A
001 A000000 GLOBAL INCOME FUND, INC.
001 B000000 811-08025
001 C000000 2127850900
002 A000000 11 HANOVER SQUARE
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10005
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 N
007 B000000 0
007 C010100 1
007 C010200 2
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
008 A000001 CEF ADVISERS, INC.
008 B000001 A
008 C000001 801-28329
008 D010001 NEW YORK
008 D020001 NY
008 D030001 10005
011 A000001 DELETE
012 A000001 EQUISERVE LIMITED PARTNERSHIP
012 B000001 84-5601
012 C010001 BOSTON
012 C020001 MA
012 C030001 02021
013 A000001 TAIT, WELLER & BAKER
013 B010001 PHILADELPHIA
013 B020001 PA
013 B030001 19103
014 A000001 DELETE
015 A000001 INVESTORS FIDUCIARY TRUST COMPANY
015 B000001 C
<PAGE> PAGE 2
015 C010001 KANSAS CITY
015 C020001 MO
015 C030001 64105
015 E010001 X
018 000000 Y
019 A000000 Y
019 B000000 9
019 C000000 MIDASFUNDS
020 C000001 0
020 C000002 0
020 C000003 0
020 C000004 0
020 C000005 0
020 C000006 0
020 C000007 0
020 C000008 0
020 C000009 0
020 C000010 0
021 000000 0
022 A000001 MORGAN STANELY & CO.
022 B000001 13-2655998
022 C000001 14881
022 D000001 4663
022 A000002 PAINE WEBBER INC.
022 B000002 13-2638166
022 C000002 1955
022 D000002 12236
022 A000003 SALOMAN SMITH BARNEY
022 B000003 13-1912900
022 C000003 2012
022 D000003 3723
022 A000004 CHASE SECURITIES INC.
022 B000004 13-3112953
022 C000004 3935
022 D000004 4541
022 A000005 ORMES CAPITAL MARKETS INC.
022 B000005 ----------
022 C000005 4933
022 D000005 498
022 A000006 BEAR STEARNS & CO.
022 B000006 13-4946705
022 C000006 3065
022 D000006 2216
022 A000007 GOLDMAN SACHS & CO.
022 B000007 13-5108880
022 C000007 2115
022 D000007 2497
022 A000008 WARBURG DILLON READ
022 B000008 ----------
022 C000008 1843
022 D000008 1443
<PAGE> PAGE 3
022 A000009 SANTANDER INVESTMENT SECURITIES INC.
022 B000009 13-3777308
022 C000009 890
022 D000009 1484
022 A000010 WESTDEUTSCHE
022 B000010 ----------
022 C000010 2100
022 D000010 0
023 C000000 43537
023 D000000 39180
024 000000 N
025 D000001 0
025 D000002 0
025 D000003 0
025 D000004 0
025 D000005 0
025 D000006 0
025 D000007 0
025 D000008 0
026 A000000 Y
026 B000000 Y
026 C000000 N
026 D000000 Y
026 E000000 Y
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 Y
027 000000 N
028 A010000 0
028 A020000 0
028 A030000 0
028 A040000 0
028 B010000 0
028 B020000 0
028 B030000 0
028 B040000 0
028 C010000 0
028 C020000 0
028 C030000 0
028 C040000 0
028 D010000 0
028 D020000 0
028 D030000 0
028 D040000 0
028 E010000 0
028 E020000 0
028 E030000 0
028 E040000 0
028 F010000 0
028 F020000 0
<PAGE> PAGE 4
028 F030000 0
028 F040000 0
028 G010000 0
028 G020000 0
028 G030000 0
028 G040000 0
028 H000000 0
030 A000000 0
030 B000000 0.00
030 C000000 0.00
031 A000000 0
031 B000000 0
032 000000 0
033 000000 0
035 000000 0
036 B000000 0
038 000000 0
042 A000000 0
042 B000000 0
042 C000000 0
042 D000000 0
042 E000000 0
042 F000000 0
042 G000000 0
042 H000000 0
043 000000 0
044 000000 0
045 000000 Y
046 000000 N
047 000000 Y
048 000000 0.000
048 A010000 250000
048 A020000 0.700
048 B010000 250000
048 B020000 0.625
048 C010000 0
048 C020000 0.000
048 D010000 0
048 D020000 0.000
048 E010000 0
048 E020000 0.000
048 F010000 0
048 F020000 0.000
048 G010000 0
048 G020000 0.000
048 H010000 0
048 H020000 0.000
048 I010000 0
048 I020000 0.000
048 J010000 0
048 J020000 0.000
<PAGE> PAGE 5
048 K010000 500000
048 K020000 0.500
049 000000 N
050 000000 N
051 000000 N
052 000000 N
053 A000000 N
054 A000000 Y
054 B000000 Y
054 C000000 N
054 D000000 N
054 E000000 N
054 F000000 N
054 G000000 Y
054 H000000 Y
054 I000000 N
054 J000000 Y
054 K000000 N
054 L000000 N
054 M000000 Y
054 N000000 N
054 O000000 N
055 A000000 N
055 B000000 Y
056 000000 N
057 000000 N
058 A000000 N
059 000000 Y
060 A000000 Y
060 B000000 Y
061 000000 0
062 A000000 Y
062 B000000 0.0
062 C000000 0.0
062 D000000 0.4
062 E000000 0.0
062 F000000 0.0
062 G000000 0.0
062 H000000 0.0
062 I000000 0.0
062 J000000 0.0
062 K000000 0.0
062 L000000 0.0
062 M000000 27.3
062 N000000 0.0
062 O000000 0.0
062 P000000 97.1
062 Q000000 0.0
062 R000000 0.0
063 A000000 0
063 B000000 11.5
<PAGE> PAGE 6
064 A000000 N
064 B000000 N
066 A000000 N
067 000000 N
068 A000000 N
068 B000000 Y
069 000000 N
070 A010000 Y
070 A020000 Y
070 B010000 Y
070 B020000 N
070 C010000 Y
070 C020000 N
070 D010000 Y
070 D020000 N
070 E010000 Y
070 E020000 Y
070 F010000 Y
070 F020000 N
070 G010000 Y
070 G020000 N
070 H010000 Y
070 H020000 N
070 I010000 N
070 I020000 N
070 J010000 Y
070 J020000 Y
070 K010000 Y
070 K020000 N
070 L010000 Y
070 L020000 Y
070 M010000 Y
070 M020000 Y
070 N010000 Y
070 N020000 Y
070 O010000 Y
070 O020000 Y
070 P010000 N
070 P020000 N
070 Q010000 N
070 Q020000 N
070 R010000 N
070 R020000 N
071 A000000 39501
071 B000000 38544
071 C000000 33426
071 D000000 115
072 A000000 6
072 B000000 1686
072 C000000 0
072 D000000 0
<PAGE> PAGE 7
072 E000000 0
072 F000000 103
072 G000000 0
072 H000000 0
072 I000000 8
072 J000000 40
072 K000000 0
072 L000000 7
072 M000000 14
072 N000000 14
072 O000000 0
072 P000000 114
072 Q000000 0
072 R000000 11
072 S000000 11
072 T000000 0
072 U000000 0
072 V000000 0
072 W000000 9
072 X000000 331
072 Y000000 0
072 Z000000 1355
072AA000000 0
072BB000000 1332
072CC010000 460
072CC020000 0
072DD010000 1494
072DD020000 0
072EE000000 0
073 A010000 0.2300
073 A020000 0.0000
073 B000000 0.0000
073 C000000 0.0700
074 A000000 12
074 B000000 110
074 C000000 100
074 D000000 36032
074 E000000 0
074 F000000 0
074 G000000 0
074 H000000 0
074 I000000 0
074 J000000 0
074 K000000 0
074 L000000 783
074 M000000 1095
074 N000000 38132
074 O000000 0
074 P000000 18
074 Q000000 0
074 R010000 7890
<PAGE> PAGE 8
074 R020000 0
074 R030000 0
074 R040000 1164
074 S000000 0
074 T000000 29060
074 U010000 5037
074 U020000 0
074 V010000 5.77
074 V020000 0.00
074 W000000 0.0000
074 X000000 3201
074 Y000000 0
075 A000000 0
075 B000000 29176
076 000000 4.44
077 A000000 Y
077 B000000 Y
077 C000000 Y
077 Q010000 Y
078 000000 N
080 A000000 ICI MUTUAL INSURANCE CO.
080 C000000 2500
081 A000000 Y
081 B000000 13
082 A000000 Y
082 B000000 25
083 A000000 N
083 B000000 0
084 A000000 N
084 B000000 0
085 A000000 Y
085 B000000 N
086 A010000 0
086 A020000 0
086 B010000 0
086 B020000 0
086 C010000 0
086 C020000 0
086 D010000 0
086 D020000 0
086 E010000 0
086 E020000 0
086 F010000 0
086 F020000 0
087 A010000 COMMON STOCK
087 A020000 37934Y108
087 A030000 GIF
088 A000000 N
088 B000000 N
088 C000000 N
088 D000000 N
<PAGE> PAGE 9
SIGNATURE JOSEPH LEUNG
TITLE TREASURER
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from
Global Income Fund, Inc. Annual Report and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0001031235
<NAME> Global Income Fund, Inc.
<MULTIPLIER> 1
<CURRENCY> U.S. Dollar
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-START> Jul-01-1999
<PERIOD-END> Dec-31-1999
<EXCHANGE-RATE> 1.000
<INVESTMENTS-AT-COST> 37,487,886
<INVESTMENTS-AT-VALUE> 36,242,472
<RECEIVABLES> 782,529
<ASSETS-OTHER> 1,090,000
<OTHER-ITEMS-ASSETS> 17,314
<TOTAL-ASSETS> 38,132,315
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9,072,192
<TOTAL-LIABILITIES> 9,072,192
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 42,742,459
<SHARES-COMMON-STOCK> 5,036,944
<SHARES-COMMON-PRIOR> 4,938,841
<ACCUMULATED-NII-CURRENT> (36,638)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (12,448,406)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1,197,292)
<NET-ASSETS> 29,060,123
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,685,667
<OTHER-INCOME> 0
<EXPENSES-NET> 330,294
<NET-INVESTMENT-INCOME> 1,355,373
<REALIZED-GAINS-CURRENT> (1,331,847)
<APPREC-INCREASE-CURRENT> 459,528
<NET-CHANGE-FROM-OPS> 483,054
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,126,033
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 367,674
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 98,103
<NET-CHANGE-IN-ASSETS> (540,071)
<ACCUMULATED-NII-PRIOR> (122,467)
<ACCUMULATED-GAINS-PRIOR> (11,396,680)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 102,942
<INTEREST-EXPENSE> 114,457
<GROSS-EXPENSE> 332,765
<AVERAGE-NET-ASSETS> 29,176,315
<PER-SHARE-NAV-BEGIN> 5.99
<PER-SHARE-NII> .23
<PER-SHARE-GAIN-APPREC> (.15)
<PER-SHARE-DIVIDEND> (.23)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> (.07)
<PER-SHARE-NAV-END> 5.77
<EXPENSE-RATIO> 2.26
</TABLE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ON INTERNAL CONTROL STRUCTURE
Shareholders and Board of Directors
Global Income Fund, Inc.
New York, New York
In planning and performing our audit of the financial statements of Global
Income Fund, Inc. for the six months ended December 31, 1999, we considered its
internal control structure, including procedures for safeguarding securities, in
order to determine our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the requirements of Form
N-SAR, not to provide assurance on the internal control structure.
The management of the Fund is responsible for establishing and maintaining an
internal control structure. In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected benefits and related
costs of internal control structure policies and procedures. Two of the
objectives of an internal control structure are to provide management with
reasonable, but not absolute, assurance that assets are safeguarded against loss
from unauthorized use or disposition, and that transactions are executed in
accordance with management's authorization and recorded properly to permit
preparation of financial statements in conformity with generally accepted
accounting principles.
Because of inherent limitations in any internal control structure, errors or
irregularities may occur and not be detected. Also, projection of any evaluation
of the structure to future periods is subject to the risk that it may become
inadequate because of changes in conditions or that the effectiveness of the
design and operation may deteriorate.
Our consideration of the internal control structure would not necessarily
disclose all matters in the internal control structure that might be material
weaknesses under standards established by the American Institute of Certified
Public Accountants. A material weakness is a condition in which the design or
operation of the specific internal control structure elements does not reduce to
a relatively low level the risk that errors or irregularities in amounts that
would be material in relation to the financial statements being audited may
occur and not be detected within a timely period by employees in the normal
course of performing their assigned functions. However, we noted no matters
involving the internal control structure, including procedures for safeguarding
securities, that we consider to be material weaknesses, as defined above, as of
December 31, 1999.
This report is intended solely for the information and use of management and the
Securities and Exchange Commission, and should not be used for any other
purpose.
Philadelphia, Pennsylvania
January 14, 2000
2
991208 Change to By-laws of Global Income Fund, Inc.
On December 8, 1999, the Board of Directors of Global Income Fund, Inc.
("Company"), acting by unanimous written consent, authorized:
(i) Section 2.10 of Article II of the Company's By-Laws be amended to provide
that, 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 less than sixty
(60) calendar days not more than ninety (90) calendar days prior to the
anniversary date of the mailing date of the notice of the preceding year's
annual meeting; provided, however, that in the event that the annual
meeting is called for a date that is not within thirty (30) calendar days
before or sixty (60) calendar days 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 later of the sixtieth (60) calendar day prior
to such annual meeting or the tenth (10th) calendar day following the day
on which notice of the date of the annual meeting was mailed or 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) calendar 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. For purposes of this Section 2.10, the
date of a public disclosure shall include, but not be limited to, the date
on which such disclosure is made in a press release reported by the Dow
Jones News Services, the Associated Press or any comparable national news
service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Sections 13, 14 or 15 (d)
(or the rules and regulations thereunder) of the Securities Exchange Act of
1934, as amended, or pursuant to Section 30 (or the rules or regulations
thereunder) of the Investment Company Act of 1940, as amended; and that
(ii) Section 2.11 of Article II of the Company's By-Laws be amended to provide
that, 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 less than sixty (60) calendar days not more than ninety
(90) calendar days prior to the anniversary date of the mailing date of the
notice of the preceding year's annual meeting; provided, however, that in
the event that the annual meeting is called for a date that is not within
thirty (30) calendar days before or sixty (60) calendar days 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 later of the
sixtieth (60) calendar day prior to such annual meeting or the tenth (10th)
calendar day following the day on which notice of the date of the annual
meeting was mailed or public disclosure of the date of the annual meeting
was made, whichever first occurs. For purposes of this Section 2.11, the
date of a public disclosure shall include, but not be limited to, the date
on which such disclosure is made in a press release reported by the Dow
Jones News Services, the Associated Press or any comparable national news
service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Sections 13, 14 or 15 (d)
(or the rules and regulations thereunder) of the Securities Exchange Act of
1934, as amended, or pursuant to Section 30 (or the rules or regulations
thereunder) of the Investment Company Act of 1940, as amended.
Global Income Fund, Inc.
By-laws As Amended December 8, 1999
15
AMENDED BY-LAWS
OF
GLOBAL INCOME FUND, INC.
(A MARYLAND CORPORATION)
ARTICLE I -- NAME OF CORPORATION, LOCATION OF OFFICES AND SEAL
Section I.1. Name. The name of the Corporation is Global Income Fund, Inc.
Section I.2. Principal Offices. The principal office of the Corporation in the
State of Maryland shall be located in Baltimore, Maryland. The Corporation may,
in addition, establish and maintain such other offices and places of business as
the board of directors may, from time to time, determine.
Section I.3. Seal. The corporate seal of the Corporation shall consist of two
(2) concentric circles, between which shall be the name of the Corporation, and
in the center shall be inscribed the year of its incorporation, and the words
ACorporate Seal@. The form of the seal shall be subject to alteration by the
board of directors and the seal may be used by causing it or a facsimile to be
impressed or affixed or printed or otherwise reproduced. Any officer or director
of the Corporation shall have authority to affix the corporate seal of the
Corporation to any document requiring the same.
ARTICLE II -- STOCKHOLDERS
Section II.1. Annual Meetings. There shall be no stockholders' meetings for the
election of directors and the transaction of other proper business except as
required by the Investment Company Act of 1940, the listing requirements of the
stock exchange or market where the Corporation's stock is listed, or as
hereinafter provided, in which case the annual meeting shall be held in December
of each year.
Section II.2. Special Meetings. Special meetings of stockholders may be called
at any time by the board of directors, the chairman of the board, or the
president or a co-president and shall be held at such time and place as may be
stated in the notice of the meeting. The secretary shall call a special meeting
of the stockholders on the written request of stockholders entitled to cast at
least a majority of all the votes entitled to be cast at the meeting. Such
request shall state the purpose of such meeting and the matters proposed to be
acted on thereat, and no other business shall be transacted at any such special
meeting. The secretary shall inform such stockholders of the reasonably
estimated costs of preparing and mailing the notice of the meeting, and upon
payment to the Corporation of such costs, the secretary shall give not less than
ten nor more than 90 days= notice of the time, place and purpose of the meeting
in the manner provided in Section 2.3 of this Article II.
Section II.3. Notice of Meetings. The secretary shall cause notice of the place,
date and hour and, in the case of a special meeting or as otherwise required by
law, the purpose or purposes for which the meeting is called, to be served
personally or to be mailed, postage prepaid, not less than 10 nor more than 90
days before the date of the meeting, to each stockholder entitled to vote at
such meeting at his address as it appears on the records of the Corporation at
the time of such mailing. Notice shall be deemed to be given when deposited in
the United States mail addressed to the stockholders as aforesaid.
Notice of any stockholders meeting need not be given to any stockholder who
shall sign a written waiver of such notice whether before or after the time of
such meeting, which waiver shall be filed with the records of such meeting, or
to any stockholder who is present at such meeting in person or by proxy. Notice
of adjournment of a stockholders meeting to another time or place need not be
given if such time and place are announced at the meeting.
Irregularities in the notice of any meeting to, or the nonreceipt of any such
notice by, any of the stockholders shall not invalidate any action otherwise
properly taken by or at any such meeting.
Section II.4. Quorum and Adjournment of Meetings. In the absence of a quorum,
the stockholders present in person or by proxy or, if no stockholder entitled to
vote is present in person or by proxy, any officer present entitled to preside
or act as secretary of such meeting may adjourn the meeting without determining
the date of the new meeting or from time to time without further notice to a
date not more than 120 days after the original record date. Any business that
might have been transacted at the meeting originally called may be transacted at
any such adjourned meeting at which a quorum is present.
Section II.5. Voting and Inspectors. Unless statute or the Articles of
Incorporation, as amended and/or restated from time to time (the ACharter@)
provide otherwise, at every stockholders meeting, each stockholder shall be
entitled to one vote for each share and a fractional vote for each fraction of a
share of stock of the Corporation validly issued and outstanding and standing in
his name on the books of the Corporation on the record date fixed in accordance
with Section 7.4 hereof, either in person or by proxy appointed by instrument in
writing subscribed by such stockholder or his duly authorized attorney, except
that no shares held by the Corporation shall be entitled to a vote.
If no record date has been fixed, the record date for the determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be the later of the close of business on the day on which notice of the meeting
is mailed or the 30th day before the meeting, or, if notice is waived by all
stockholders, at the close of business on the 11th day preceding the day on
which the meeting is held.
Except as otherwise specifically provided in the Charter or these By-laws or as
required by applicable law, all matters shall be decided by a vote of the
majority of the votes validly cast at a meeting at which a quorum is present.
The vote upon any question shall be by ballot whenever requested by any person
entitled to vote, but, unless such a request is made, voting may be conducted in
any way approved by the meeting.
At any meeting at which there is an election of directors, the chairman of the
meeting may 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 as an inspector.
The determination of such inspectors as to all matters relating to the form or
validity of proxies, ballots, and voting directions thereon, and all other
matters upon which their certificate would be based shall be deemed final and
conclusive, and such inspectors= determinations shall not be subject to
challenge or review prior to the issuance of their certificate, unless such
challenge or review is approved by the vote of a majority of the Board of
Directors.
The certificate of the result of the vote taken shall be deemed final and
conclusive, and such inspectors= decisions shall not be judicially reviewable,
unless such judicial review is approved by the vote of a majority of the Board
of Directors.
Section II.6. Validity of Proxies. The right to vote by proxy shall exist only
if the instrument authorizing such proxy to act shall have been signed by the
stockholder or by his duly authorized attorney. Unless a proxy provides
otherwise, it shall not be valid more than 11 months after its date. All proxies
shall be delivered to the secretary of the Corporation or to the person acting
as secretary of the meeting before being voted, who shall decide all questions
concerning qualification of voters, the validity of proxies, and the acceptance
or rejection of votes. If inspectors of election have been appointed by the
chairman of the meeting, such inspectors shall decide all such questions. A
proxy with respect to stock held in the name of two or more persons shall be
valid if executed by one of them unless at or prior to exercise of such proxy
the Corporation receives from any one of them a specific written notice to the
contrary and a copy of the instrument or order which so provides. A proxy
purporting to be executed by or on behalf of a stockholder shall be deemed valid
unless challenged at or prior to its exercise.
Section II.7. Stock Ledger and List of Stockholders. It shall be the duty of the
secretary or assistant secretary of the Corporation to cause an original or
duplicate stock ledger containing the names and addresses of all the
stockholders and the number of shares held by them, respectively, to be
maintained at the office of the Corporation's transfer agent. Such stock ledger
may be in written form or any other form capable of being converted into written
form within a reasonable time for visual inspection.
Section II.8. Action Without Meeting. Any action required or permitted to be
taken by stockholders at a meeting of stockholders may be taken without a
meeting if (a) all stockholders entitled to vote on the matter consent to the
action in writing, (b) all stockholders entitled to notice of the meeting but
not entitled to vote at it sign a written waiver of any right to dissent, and
(c) the consents and waivers are filed with the records of the meetings of
stockholders. Such consent shall be treated for all purposes as a vote at the
meeting.
Section II.9. Election of Directors. Subject to the Charter, the election of any
director by stockholders requires the affirmative vote of at least eighty
percent (80%) of the outstanding shares of all classes of voting stock, voting
together, in person or by proxy at a meeting at which a quorum is present
(AMeeting@), unless such action is approved by the vote of a majority of the
Board of Directors, in which case such action requires the affirmative vote of a
plurality of the votes cast at the Meeting.
Section 2.10. Nomination of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors of the Corporation, except as may be otherwise provided in the Charter
of the Corporation with respect to the right, if any, of holders of preferred
stock of the Corporation to nominate and elect a specified number of directors
in certain circumstances. 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
2.10 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 2.10 .
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 less than sixty (60) calendar days not more
than ninety (90) calendar days prior to the anniversary date of the mailing date
of the notice of the preceding year's annual meeting; provided, however, that in
the event that the annual meeting is called for a date that is not within thirty
(30) calendar days before or sixty (60) calendar days 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 later of the sixtieth (60) calendar day
prior to such annual meeting or the tenth (10th) calendar day following the day
on which notice of the date of the annual meeting was mailed or 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)
calendar 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. For purposes of this Section 2.10, the date of a public disclosure shall
include, but not be limited to, the date on which such disclosure is made in a
press release reported by the Dow Jones News Services, the Associated Press or
any comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Sections 13,
14 or 15 (d) (or the rules and regulations thereunder) of the Securities
Exchange Act of 1934, as amended, or pursuant to Section 30 (or the rules or
regulations thereunder) of the Investment Company Act of 1940, as amended.
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 or series and number of shares of capital 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, 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 or series and number
of shares of capital 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 nomination(s)
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 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 Securities Exchange Act of 1934, as
amended, 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 2.10. If the Chairman of the meeting
determines that a nomination was not made in accordance with the foregoing
procedures, the Chairman shall declare to the meeting that the nomination was
defective and such defective nomination shall be disregarded.
Section 2.11. Business at Annual Meeting. 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 2.11 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 2.11.
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
less than sixty (60) calendar days not more than ninety (90) calendar days prior
to the anniversary date of the mailing date of the notice of the preceding
year's annual meeting; provided, however, that in the event that the annual
meeting is called for a date that is not within thirty (30) calendar days before
or sixty (60) calendar days 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 later of the sixtieth (60) calendar day prior to such annual
meeting or the tenth (10th) calendar day following the day on which notice of
the date of the annual meeting was mailed or public disclosure of the date of
the annual meeting was made, whichever first occurs. For purposes of this
Section 2.11, the date of a public disclosure shall include, but not be limited
to, the date on which such disclosure is made in a press release reported by the
Dow Jones News Services, the Associated Press or any comparable national news
service or in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to Sections 13, 14 or 15 (d) (or the rules and
regulations thereunder) of the Securities Exchange Act of 1934, as amended, or
pursuant to Section 30 (or the rules or regulations thereunder) of the
Investment Company Act of 1940, as amended.
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 or
series and number of shares of capital 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.
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 2.11, provided, however, that, once business has been
properly brought before the annual meeting in accordance with such procedures,
nothing in this Section 2.11 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.
ARTICLE III -- BOARD OF DIRECTORS
Section III.1. General Powers. Except as otherwise provided by operation of law,
by the Charter, or by these By-laws, the business and affairs of the Corporation
shall be managed under the direction of and all the powers of the Corporation
shall be exercised by or under authority of its board of directors.
Section III.2. Power to Issue and Sell Stock. The board of directors may from
time to time issue and sell or cause to be issued and sold any of the
Corporation's authorized shares to such persons and for such consideration as
the board of directors shall deem advisable, subject to the provisions of the
Charter.
Section III.3. Power to Authorize Dividends. The board of directors, from time
to time as they may deem advisable, may authorize and pay dividends in stock,
cash or other property of the Corporation, out of any source available for
dividends, to the stockholders according to their respective rights and
interests in accordance with the provisions of the Charter. The board of
directors may prescribe from time to time that dividends may be payable at the
election of any of the stockholders (exercisable before or after the declaration
of the dividend), either in cash or in shares of the Corporation, provided that
the sum of the cash dividend actually paid to any stockholder and the asset
value of the shares received (determined as of such time as the board of
directors shall have prescribed, pursuant to the Charter, with respect to shares
sold on the date of such election) shall not exceed the full amount of cash to
which the stockholder would be entitled if he elected to receive only cash.
Section III.4. Number and Term of Directors. Except for the initial board of
directors, the board of directors shall consist of not fewer than three nor more
than fifteen directors, as specified by a resolution of a majority of the entire
board of directors. Each director shall hold office until his successor is
elected and qualified or until his earlier death, resignation or removal. Any
vacancy created by an increase in directors may be filled in accordance with
Section 3.6 of this Article III.
All acts done at any meeting of the directors or by any person acting as a
director, so long as his successor shall not have been duly elected or
appointed, shall, notwithstanding that it be afterwards discovered that there
was some defect in the election of the directors or of such person acting as a
director or that they or any of them were disqualified, be as valid as if the
directors or such other person, as the case may be, had been duly elected and
were or was qualified to be directors or a director of the Corporation.
Directors need not be stockholders of the Corporation.
Section III.5. Election. The initial director or directors shall be that person
or persons named as such in the Charter. At each annual meeting, the
stockholders shall elect directors to hold office.
Section III.6. Vacancies and Newly Created Directorships. Any vacancies in the
board of directors, whether arising from death, resignation, removal, an
increase in the number of directors or otherwise, shall be filled by a vote of
the board of directors in accordance with the Charter.
Section III.7. [Reserved.]
Section III.8. Regular Meetings. The meeting of the board of directors for
choosing officers and transacting other proper business, and all other meetings,
shall be held at such time and place, within or outside the state of Maryland,
as the board may determine and as provided by resolution. Notice of such
meetings need not be given, following the annual meeting of stockholders,
provided that notice of any change in the time or place of such meetings shall
be sent promptly to each director not present at the meeting at which such
change was made, in the manner provided for notice of special meetings. Members
of the board of directors or any committee designated thereby may participate in
a meeting of such board or committee by means of a conference telephone or
similar communications equipment that allows all persons participating in the
meeting to hear each other at the same time; and participation by such means
shall constitute presence in person at a meeting.
Section III.9. Special Meetings. Special meetings of the board of directors
shall be held whenever called by the chairman of the board or the president or a
co-president (or, in the absence or disability of the chairman of the board or
the president or a co-president, by any officer or director, as they so
designate) at the time and place (within or outside of the State of Maryland)
specified in the respective notice or waivers of notice of such meetings. At
least three days before the day on which a special meeting is to be held, notice
of special meetings, stating the time and place, shall be (a) mailed to each
director at his residence or regular place of business or (b) delivered to him
personally or transmitted to him by telegraph, telefax, telex, cable or
wireless.
Section III.10. Waiver of Notice. No notice of any meeting need be given to any
director who is present at the meeting or who waives notice of such meeting in
writing (which waiver shall be filed with the records of such meeting), either
before or after the time of the meeting.
Section III.11. Quorum and Voting. At all meetings of the board of directors,
the presence of a majority of the number of directors then in office shall
constitute a quorum for the transaction of business, provided that there shall
be present at least two directors. In the absence of a quorum, a majority of the
directors present may adjourn the meeting, from time to time, until a quorum
shall be present. The action of a majority of the directors present at a meeting
at which a quorum is present shall be the action of the board of directors,
unless concurrence of a greater proportion is required for such action by law,
by the Charter or by these By-laws.
Section III.12. Action Without a Meeting. As amended, 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 III.13. Compensation of Directors. Directors may receive such
compensation for their services as may from time to time be determined by
resolution of the board of directors.
ARTICLE IV -- COMMITTEES
Section IV.1. Organization. By resolution adopted by the board of directors, the
board may designate one or more committees of the board of directors, including
an Executive Committee, each consisting of at least one director. Each member of
a committee shall be a director and shall hold committee membership at the
pleasure of the board. The chairman of the board, if any, shall be a member of
the Executive Committee. The board of directors shall have the power at any time
to change the members of such committees and to fill vacancies in the
committees.
Section IV.2. Powers of the Executive Committee. Unless otherwise provided by
resolution of the board of directors, when the board of directors is not in
session the Executive Committee shall have and may exercise all powers of the
board of directors in the direction of the management of the business and
affairs of the Corporation that may lawfully be exercised by an Executive
Committee except the power to declare a dividend on stock, authorize the
issuance of stock (except as permitted by the Maryland General Corporation Law),
recommend to stockholders any action requiring stockholders approval, amend
these By-laws, approve any merger or share exchange which does not require
stockholder approval or approve or terminate any contract with an Ainvestment
adviser@ or Aprincipal underwriter,@ as those terms are defined in the
Investment Company Act of 1940, as amended (the A1940 Act@). Notwithstanding the
above, such Executive Committee may make such dividend calculations and payments
as are consistent with applicable law, including the Maryland General
Corporation Law.
Section IV.3. Powers of Other Committees of the Board of Directors. To the
extent provided by resolution of the board, other committees of the board of
directors shall have and may exercise any of the powers that may lawfully be
granted to the Executive Committee.
Section IV.4. Proceedings and Quorum. In the absence of an appropriate
resolution of the board of directors, each committee may adopt such rules and
regulations governing its proceedings, quorum and manner of acting as it shall
deem proper and desirable, provided that a quorum shall not be less than two
directors. In the event any member of any committee is absent from any meeting,
the members thereof present at the 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.
ARTICLE V -- OFFICERS
Section V.1. Officers. The officers of the Corporation shall be a president or
co-presidents, a secretary, and a treasurer, and may include one or more vice
presidents (including executive and senior vice presidents), assistant
secretaries or assistant treasurers, and such other officers as may be appointed
in accordance with the provisions of Section 5.11 hereof. The board of directors
may, but shall not be required to, elect a chairman and vice chairman of the
board.
Section V.2. Election, Tenure and Qualifications. The officers of the
Corporation (except those appointed pursuant to Section 5.11 hereof) shall be
elected by the board of directors at its first meeting or such subsequent
meetings as shall be held prior to its first annual meeting, and thereafter at
regular board meetings, as required by applicable law. If any officers are not
elected at any annual meeting, such officers may be elected at any subsequent
meetings of the board. Except as otherwise provided in this Article V, each
officer elected by the board of directors shall hold office until his or her
successor shall have been elected and qualified. Any person may hold one or more
offices of the Corporation except that no one person may serve concurrently as
both the president or a co-president and vice president. A person who holds more
than one office in the Corporation may not act in more than one capacity to
execute, acknowledge, or verify an instrument required by law to be executed,.
acknowledged, or verified by more than one officer. The chairman of the board
shall be chosen from among the directors of the Corporation and may hold such
office only so long as he continues to be a director. No other officer need be a
director.
Section V.3. Vacancies and Newly Created Offices. If any vacancy shall occur in
any office by reason of death, resignation, removal, disqualification or other
cause, or if any new office shall be created, such vacancies or newly created
offices may be filled by the chairman of the board at any meeting or, in the
case of any office created pursuant to Section 5.11 hereof, by any officer upon
whom such power shall have been conferred by the board of directors.
Section V.4. Removal and Resignation. At any meeting called for such purpose,
the Executive Committee may remove any officer from office (either with or
without cause) by the affirmative vote, given at the meeting, of a majority of
the members of the Committee. Any officer may resign from office at any time by
delivering a written resignation to the board of directors, the president or a
co-president, the secretary, or any assistant secretary. Unless otherwise
specified therein, such resignation shall take effect upon delivery.
Section V.5. Chairman of the Board. The chairman of the board, if there be such
an officer, shall be the senior officer of the Corporation, shall preside at all
stockholders meetings and at all meetings of the board of directors and shall be
ex officio a member of all committees of the board of directors. He shall have
such other powers and perform such other duties as may be assigned to him from
time to time by the board of directors.
Section V.6. Vice Chairman of the Board. The board of directors may from time to
time elect a vice chairman who shall have such powers and perform such duties as
from time to time may be assigned to him by the board of directors, chairman of
the board or the president or a co-president. At the request of, or in the
absence or in the event of the disability of the chairman of the board, the vice
chairman may perform all the duties of the chairman of the board or the
president or a copresident and, when so acting, shall have all the powers of and
be subject to all the restrictions upon such respective officers.
Section V.7. President, Co-President. The president or co-presidents shall be
the chief executive officer or co-chief executive officers, as the case may be,
of the Corporation and, in the absence of the chairman of the board or vice
chairman or if no chairman of the board or vice chairman has been chosen, shall
preside at all stockholders meetings and at all meetings of the board of
directors and shall in general exercise the powers and perform the duties of the
chairman of the board. Subject to the supervision of the board of directors, the
president or the co-presidents shall have general charge of the business,
affairs and property of the Corporation and general supervision over its
officers, employees and agents. Except as the board of directors may otherwise
order, the president or a co-president may sign in the name and on behalf of the
Corporation all deeds, bonds, contracts, or agreements. The president or a
co-president shall exercise such other powers and perform such other duties as
from time to time may be assigned by the board of directors.
Section V.8. Vice President. The board of directors may from time to time elect
one or more vice presidents (including executive and senior vice presidents) who
shall have such powers and perform such duties as from time to time may be
assigned to them by the board of directors or the president or co-presidents. At
the request of, or in the absence or in the event of the disability of, the
president or both co-presidents, the vice president (or, if there are two or
more vice presidents, then the senior of the vice presidents present and able to
act) may perform all the duties of the president or co-presidents and, when so
acting, shall have all the powers of and be subject to all the restrictions upon
the president or co-presidents.
Section V.9. Treasurer and Assistant Treasurers. The treasurer shall be the
chief accounting officer of the Corporation and shall have general charge of the
finances and books of account of the Corporation. The treasurer shall render to
the board of directors, whenever directed by the board, an account of the
financial condition of the Corporation and of all transactions as treasurer; and
as soon as possible after the close of each financial year he shall make and
submit to the board of directors a like report for such financial year. The
treasurer shall cause to be prepared annually a full and complete statement of
the affairs of the Corporation, including a balance sheet and a financial
statement of operations for the preceding fiscal year, which shall be submitted
at the annual meeting of stockholders and filed within 20 days thereafter at the
principal office of the Corporation in the state of Maryland. The treasurer
shall perform all acts incidental to the office of treasurer, subject to the
control of the board of directors.
Any assistant treasurer may perform such duties of the treasurer as the
treasurer or the board of directors may assign, and, in the absence of the
treasurer, may perform all the duties of the treasurer.
Section V.10. Secretary and Assistant Secretaries. The secretary shall attend to
the giving and serving of all notices of the Corporation and shall record all
proceedings of the meetings of the stockholders and directors in books to be
kept for that purpose. The secretary shall keep in safe custody the seal of the
Corporation, and shall have responsibility for the records of the Corporation,
including the stock books and such other books and papers as the board of
directors may direct and such books, reports, certificates and other documents
required by law to be kept, all of which shall at all reasonable times be open
to inspection by any director. The secretary shall perform such other duties
which appertain to this office or as may be required by the board of directors.
Any assistant secretary may perform such duties of the secretary as the
secretary or the board of directors may assign, and, in the absence of the
secretary, may perform all the duties of the secretary.
Section V.11. Subordinate Officers. The chairman of the board from time to time
may appoint such other officers or agents as he may deem advisable, each of whom
shall have such title, hold office for such period, have such authority and
perform such duties as the board of directors may determine. The chairman of the
board from time to time may delegate to one or more officers or agents the power
to appoint any such subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties. Any officer or agent
appointed in accordance with the provisions of this Section 5.11 may be removed,
either with or without cause, by any officer upon whom such power of removal
shall have been conferred by the board of directors.
Section V.12. Remuneration. The salaries or other compensation of the officers
of the Corporation shall be fixed from time to time by resolution of the board
of directors, except that the board of directors may by resolution delegate to
any person or group of persons the power to fix the salaries or other
compensation of any subordinate officers or agents appointed in accordance with
the provisions of Section 5.11 hereof.
Section V.13. Surety Bonds. The board of directors may require any officer or
agent of the Corporation to execute a bond (including, without limitation, any
bond required by applicable law, and the rules and regulations of the Securities
and Exchange Commission promulgated thereunder) to the Corporation in such sum
and with such surety or sureties as the board of directors may determine,
conditioned upon the faithful performance of his or her duties to the
Corporation, including responsibility for negligence and for the accounting of
any of the Corporation's property, funds or securities that may come into his
hands.
ARTICLE VI -- EXECUTION OF INSTRUMENTS, VOTING OF SECURITIES
Section VI.1. Checks, Notes, Drafts, Etc. So long as the Corporation shall
employ a custodian to keep custody of the cash and securities of the
Corporation, all checks and drafts for the payment of money by the Corporation
may be signed in the name of the Corporation by the custodian. Promissory notes,
checks or drafts payable to the Corporation may be endorsed only to the order of
the custodian or its nominee and only by any two of the following: the
treasurer, the president or a co-president, a vice president (including
executive and senior vice presidents) or by such other person or persons as
shall be authorized by the board of directors, provided that no one person may
sign in the capacity of two such officers. Except as otherwise authorized by the
board of directors, all requisitions or orders for the assignment of securities
standing in the name of the custodian or its nominee, or for the execution of
powers to transfer the same, shall be signed in the name of the Corporation by
any two of the following: the president or a co-president, vice president
(including executive and senior vice presidents), treasurer or an assistant
treasurer, provided that no one person may sign in the capacity of two such
officers.
Section VI.2. Voting of Securities. Unless otherwise ordered by the board of
directors, the president or a co-president, or any vice president (including
executive and senior vice presidents) shall have full power and authority on
behalf of the Corporation to attend and to act and to vote, or in the name of
the Corporation to execute proxies to vote, at any meeting of stockholders of
any company in which the Corporation may hold stock. At any such meeting such
officer shall possess and may exercise (in person or by proxy) any and all
rights, powers and privileges incident to the ownership of such stock. The board
of directors may by resolution from time to time confer like powers upon any
other person or persons in accordance with the laws of the State of Maryland.
ARTICLE VII -- CAPITAL STOCK
Section VII.1. Certificates of Stock. The interest of each stockholder of the
Corporation may be, but shall not be required to be, evidenced by certificates
for shares of stock in such form not inconsistent with the Charter as the board
of directors may from time to time authorize. No certificate shall be valid
unless it is signed in the name of the Corporation by a president or a
co-president or a vice president and countersigned by the secretary or an
assistant secretary or the treasurer or an assistant treasurer of the
Corporation and sealed with the seal of the Corporation, or bears the facsimile
signatures of such officers and a facsimile of such seal. In case any officer
who shall have signed any such certificate, or whose facsimile signature has
been placed thereon, shall cease to be such an officer (because of death,
resignation or otherwise) before such certificate is issued, such certificate
may be issued and delivered by the Corporation with the same effect as if he
were such officer at the date of issue.
The number of each certificate issued, the name and address of the person owning
the shares represented thereby, the number of such shares and the date of
issuance shall be entered upon the stock ledger of the Corporation at the time
of issuance.
Every certificate exchanged, surrendered for redemption or otherwise returned to
the Corporation shall be marked Acanceled@ with the date of cancellation.
Section VII.2. Transfer of Shares. Shares of the Corporation shall be
transferable on the books of the Corporation by the holder of record thereof (in
person or by his duly authorized attorney or legal representative) (a) if a
certificate or certificates have been issued, upon surrender 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, or (b) as otherwise prescribed by the board of directors.
Except as otherwise provided in the Charter, the shares of stock of the
Corporation may be freely transferred, subject to the charging of customary
transfer fees, and the board of directors may, from time to time, adopt rules
and regulations with reference to the method of transfer of the shares of stock
of the Corporation. The Corporation shall be entitled to treat the holder of
record of any share of stock as the absolute owner thereof for all purposes, and
accordingly shall not be bound to recognize any legal, equitable or other claim
or interest in such share on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by law or the statutes of the State of Maryland.
Section VII.3. Transfer Agents and Registrars. The board of directors may from
time to time appoint or remove transfer agents or registrars of transfers for
shares of stock of the Corporation, and it may appoint the same person as both
transfer agent and registrar. Upon any such appointment being made all
certificates representing shares of capital stock thereafter issued shall be
countersigned by one of such transfer agents or by one of such registrars of
transfers or by both and shall not be valid unless so countersigned. If the same
person shall be both transfer agent and registrar, only one countersignature by
such person shall be required.
Section VII.4. Fixing of Record Date. The board of directors may fix in advance
a date as a record date for the determination of the stockholders entitled to
notice of or to vote at any stockholders meeting or any adjournment thereof, or
to express consent to corporate action in writing without a meeting, or to
receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action, provided that
(a) such record date shall be within 90 days prior to the date on which the
particular action requiring such determination will be taken, except that a
meeting of stockholders convened on the date for which it was called may be
adjourned from time to time without further notice to a date not more than 120
days after the original record date; (b) the transfer books shall not be closed
for a period longer than 20 days; and (c) in the case of a meeting of
stockholders, the record date shall be at least 10 days before the date of the
meeting.
Section VII.5. Lost, Stolen or Destroyed Certificates. Before issuing a new
certificate for stock of the Corporation alleged to have been lost, stolen or
destroyed, the board of directors or any officer authorized by the board may, in
its discretion, require the owner of the lost, stolen or destroyed certificate
(or his legal representative) to give the Corporation a bond or other indemnity,
in such form and in such amount as the board or any such officer may direct and
with such surety or sureties as may be satisfactory to the board or any such
officer, sufficient to indemnify the Corporation against any claim that may be
made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
ARTICLE VIII -- CONFLICT OF INTEREST TRANSACTIONS
Section VIII.1. Validity of Contract or Transactions. In the event that any
officer or director of the Corporation shall have any interest, direct or
indirect, in any other firm, association or corporation as officer, employee,
director or stockholder, no transaction or contract made by the Corporation with
any such other firm, association or corporation shall be valid unless such
interest shall have been disclosed or made known to all of the directors or to a
majority of the directors and such transaction or contract shall have been
approved by a majority of a quorum of directors, which majority shall consist of
directors not having any such interest or a majority of the directors in office,
including directors having such an interest.
ARTICLE IX -- FISCAL YEAR AND ACCOUNTANT
Section IX.1. Fiscal Year. The fiscal year of the Corporation shall, unless
otherwise ordered by the board of directors, be twelve calendar months ending on
the 30th day of June.
ARTICLE X -- INDEMNIFICATION AND INSURANCE
Section X.1. Indemnification of Officers, Directors, Employees and Agents. In
accordance with applicable law, including the Maryland General Corporation Law,
the Corporation shall indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(AProceeding@), by reason of the fact that he or she is or was a director,
officer, employee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee, partner, trustee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against all reasonable expenses (including attorneys' fees) actually
incurred, and judgments, fines, penalties and amounts paid in settlement in
connection with such Proceeding to the maximum extent permitted by law, now
existing or hereafter adopted. Notwithstanding the foregoing, the following
provisions shall apply with respect to indemnification of the Corporation's
directors, officers, and investment manager (as defined in the 1940 Act):
(a) Whether or not there is an adjudication of liability in such
Proceeding, the Corporation shall not indemnify any such
person for any liability arising by reason of such person's
willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of
his or her office or under any contract or agreement with
the Corporation (Adisabling conduct@).
(b) The Corporation shall not indemnify any such person unless:
(1) the court or other body before which the Proceeding was
brought (a) dismisses the Proceeding for insufficiency
of evidence of any disabling conduct, or (b) reaches a
final decision on the merits that such person was not
liable by reason of disabling conduct; or
(2) absent such a decision, a reasonable determination is
made, based upon a review of the facts, by (a) the vote
of a majority of a quorum of the directors of the
Corporation who are neither interested persons of the
Corporation as defined in the 1940 Act, nor parties to
the Proceeding, or (b) if such quorum is not
obtainable, or even if obtainable, if a majority of a
quorum of directors described above so directs, based
upon a written opinion by independent legal counsel,
that such person was not liable by reason of disabling
conduct.
(c) Reasonable expenses (including attorneys' fees) incurred in
defending a Proceeding involving any such person will be
paid by the Corporation in advance of the final disposition
thereof upon an undertaking by such person to repay such
expenses unless it is ultimately determined that he or she
is entitled to indemnification, if:
(1) such person shall provide adequate security for his or
her undertaking;
(2) the Corporation shall be insured against losses arising
by reason of such advance; or
(3) a majority of a quorum of the directors of the
Corporation who are neither interested persons of the
Corporation as defined in the 1940 Act, nor parties to
the Proceeding, or independent legal counsel in a
written opinion, shall determine, based on a review of
readily available facts, that there is reason to
believe that such person will be found to be entitled
to indemnification.
Section X.2. Insurance of Officers, Directors, Employees and Agents. The
Corporation may purchase and maintain insurance or other sources of
reimbursement to the extent permitted by law on behalf of any person who is or
was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee,
partner, trustee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him or her and
incurred by him or her in or arising out of his position.
Section X.3. Non-exclusivity. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article X shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Charter, these By-laws,
agreement, vote of stockholders or directors, or otherwise, both as to action in
his or her official capacity and as to action in another capacity while holding
such office.
Section X.4. Amendment. Notwithstanding anything to the contrary herein, no
amendment, alteration or repeal of this Article or the adoption, alteration or
amendment of any other provisions to the Charter or these By-laws inconsistent
with this Article shall adversely affect any right or protection of any person
under this Article with respect to any act or failure to act which occurred
prior to such amendment, alteration, repeal or adoption.
ARTICLE XI -- AMENDMENTS
Section XI.1. General. Except as provided in Section 11.2 of this Article XI,
all By-laws of the Corporation, whether adopted by the board of directors or the
stockholders, shall be subject to amendment, alteration or repeal, and new
By-laws may be made only by the affirmative vote of a majority of directors, at
any meeting the notice or waiver of notice of which shall have specified or
summarized the proposed amendment, alteration, repeal or new By-law. No
amendment of any Section of these By-laws shall be made by the stockholders of
the Corporation except as set forth in Section 11.2 of this Article XI.
Section XI.2. By Stockholders Only. No amendment of any section of these By-laws
shall be made except by the stockholders of the Corporation if the By-laws
provide that such section may not be amended, altered or repealed except by the
stockholders. From and after the issuance of any shares of the capital stock of
the Corporation no amendment, alteration or repeal of this Article XI shall be
made except by the stockholders of the Corporation.
