EDGAR EXHIBIT 2
REFERENCE N-1A EXHIBIT(B)
BY-LAWS
OF
CALVERT SOCIAL INDEX SERIES, INC. ("FUND")
JANUARY 21, 2000
ARTICLE 1
ARTICLES OF INCORPORATION AND PRINCIPAL OFFICE
1.1 ARTICLES OF INCORPORATION. THESE BY-LAWS ARE SUBJECT TO THE
ARTICLES OF INCORPORATION, AS FROM TIME TO TIME IN EFFECT, OF THE FUND, A
CORPORATION ESTABLISHED UNDER THE GENERAL CORPORATION LAW OF THE STATE OF
MARYLAND.
1.2 PRINCIPAL OFFICE OF THE FUND. THE PRINCIPAL OFFICE OF THE FUND WILL
BE 4550 MONTGOMERY AVENUE, BETHESDA, MARYLAND, 20814.
ARTICLE 2
MEETINGS OF DIRECTORS
2.1 REGULAR MEETINGS. REGULAR MEETINGS OF THE DIRECTORS MAY BE HELD
WITHOUT CALL OR NOTICE AT SUCH PLACES AND AT SUCH TIMES AS THE DIRECTORS MAY
FROM TIME TO TIME DETERMINE, PROVIDED THAT NOTICE OF THE FIRST REGULAR MEETING
FOLLOWING ANY SUCH DETERMINATION WILL BE GIVEN TO ABSENT DIRECTORS.
2.2 SPECIAL MEETINGS. SPECIAL MEETINGS OF THE DIRECTORS MAY BE HELD AT
ANY TIME AND AT ANY PLACE DESIGNATED IN THE CALL OF THE MEETING WHEN CALLED BY
THE CHAIRMAN OF THE DIRECTORS, THE PRESIDENT OR THE TREASURER OR BY TWO OR MORE
DIRECTORS, SUFFICIENT NOTICE THEREOF BEING GIVEN TO EACH DIRECTOR BY THE
SECRETARY OR AN ASSISTANT SECRETARY OR BY THE OFFICER OF THE DIRECTORS CALLING
THE MEETING.
2.3 NOTICE. IT WILL BE SUFFICIENT NOTICE TO A DIRECTOR OF A SPECIAL
MEETING TO SEND NOTICE BY MAIL AT LEAST FORTY-EIGHT HOURS OR BY TELEGRAM OR
FACSIMILE AT LEAST TWENTY-FOUR HOURS BEFORE THE MEETING ADDRESSED TO THE
DIRECTOR AT HIS OR HER USUAL OR LAST KNOWN BUSINESS OR RESIDENCE ADDRESS OR TO
GIVE NOTICE TO HIM OR HER IN PERSON OR BY TELEPHONE AT LEAST TWENTY-FOUR HOURS
BEFORE THE MEETING. NOTICE OF A MEETING NEED NOT BE GIVEN TO ANY DIRECTOR IF A
WRITTEN WAIVER OF NOTICE, EXECUTED BY HIM OR HER BEFORE OR AFTER THE MEETING, IS
FILED WITH THE RECORDS OF THE MEETING, OR TO ANY DIRECTOR WHO ATTENDS THE
MEETING WITHOUT PROTESTING PRIOR THERETO OR AT ITS COMMENCEMENT THE LACK OF
NOTICE TO HIM OR HER. NEITHER NOTICE OF A MEETING NOR A WAIVER OF A NOTICE NEED
SPECIFY THE PURPOSES OF THE MEETING, UNLESS OTHERWISE REQUIRED BY THE INVESTMENT
COMPANY ACT OF 1940.
2.4 QUORUM. AT ANY MEETING OF THE DIRECTORS A MAJORITY OF THE DIRECTORS
THEN IN OFFICE WILL CONSTITUTE A QUORUM. ANY MEETING MAY BE ADJOURNED FROM TIME
TO TIME BY A MAJORITY OF THE VOTES CAST UPON THE QUESTION, WHETHER OR NOT A
QUORUM IS PRESENT, AND THE MEETING MAY BE HELD AS ADJOURNED WITHOUT FURTHER
NOTICE.
2.5 PARTICIPATION BY TELEPHONE. ONE OR MORE OF THE DIRECTORS MAY
PARTICIPATE IN A MEETING BY MEANS OF A CONFERENCE TELEPHONE OR SIMILAR
COMMUNICATIONS EQUIPMENT ALLOWING ALL PERSONS PARTICIPATING IN THE MEETING TO
HEAR EACH OTHER AT THE SAME TIME. PARTICIPATION BY SUCH MEANS WILL CONSTITUTE
PRESENCE IN PERSON AT A MEETING TO THE EXTENT PERMITTED BY THE INVESTMENT
COMPANY ACT OF 1940.
2.6 SPECIAL ACTION. WHEN ALL THE DIRECTORS WILL BE PRESENT AT ANY
MEETING, HOWEVER CALLED, OR FOR WHATEVER PURPOSE HELD, OR WILL ASSENT TO THE
HOLDING OF THE MEETING WITHOUT NOTICE, OR AFTER THE MEETING WILL SIGN A WRITTEN
ASSENT THERETO ON THE RECORD OF SUCH MEETING, THE ACTS OF SUCH MEETING WILL BE
VALID AS IF THE MEETING HAD BEEN REGULARLY HELD.
2.7 ACTION BY CONSENT. ANY ACTION BY THE DIRECTORS MAY BE TAKEN WITHOUT
A MEETING IF A WRITTEN CONSENT THERETO IS SIGNED BY ALL THE DIRECTORS AND FILED
WITH THE RECORDS OF THE DIRECTORS' MEETING, OR BY TELEPHONE CONSENT PROVIDED A
QUORUM OF DIRECTORS PARTICIPATE IN ANY SUCH TELEPHONE MEETING. SUCH CONSENT WILL
BE TREATED AS A VOTE OF THE DIRECTORS FOR ALL PURPOSES.
ARTICLE 3
OFFICERS
3.1 ENUMERATION; QUALIFICATION. THE OFFICERS OF THE FUND WILL BE A
CHAIRMAN OF THE DIRECTORS, A PRESIDENT, A TREASURER, A SECRETARY AND SUCH OTHER
OFFICERS, INCLUDING VICE PRESIDENTS AND ASSISTANT SECRETARIES, IF ANY, AS THE
DIRECTORS FROM TIME TO TIME MAY IN THEIR DISCRETION ELECT. THE FUND MAY ALSO
HAVE SUCH AGENTS AS THE DIRECTORS FROM TIME TO TIME IN THEIR DISCRETION MAY
APPOINT. THE CHAIRMAN OF THE DIRECTORS WILL BE A DIRECTOR AND MAY BUT NEED NOT
BE A SHAREHOLDER; AND ANY OTHER OFFICER MAY BE BUT NONE NEED BE A DIRECTOR OR
SHAREHOLDER. ANY TWO OR MORE OFFICES MAY BE HELD BY THE SAME PERSON.
3.2 ELECTION. THE CHAIRMAN OF THE DIRECTORS, THE PRESIDENT, THE
TREASURER AND THE SECRETARY WILL BE ELECTED ANNUALLY BY THE DIRECTORS. OTHER
OFFICERS, IF ANY, MAY BE ELECTED OR APPOINTED BY THE DIRECTORS AT ANY TIME.
VACANCIES IN ANY OFFICE MAY BE FILLED AT ANY TIME.
3.3 TENURE. THE CHAIRMAN OF THE DIRECTORS, THE PRESIDENT, THE TREASURER
AND THE SECRETARY WILL HOLD OFFICE UNTIL THEIR RESPECTIVE SUCCESSORS ARE CHOSEN
AND QUALIFIED, OR IN EACH CASE UNTIL HE OR SHE SOONER DIES, RESIGNS, IS REMOVED
OR BECOMES DISQUALIFIED. EACH OTHER OFFICER WILL HOLD OFFICE AND EACH AGENT WILL
RETAIN AUTHORITY AT THE PLEASURE OF THE DIRECTORS.
3.4 POWERS. SUBJECT TO THE OTHER PROVISIONS OF THESE BY-LAWS, EACH
OFFICER WILL HAVE, IN ADDITION TO THE DUTIES AND POWERS HEREIN AND IN THE
ARTICLES OF INCORPORATION SET FORTH, SUCH DUTIES AND POWERS AS ARE COMMONLY
INCIDENT TO THE OFFICE OCCUPIED BY HIM OR HER UNDER THE GENERAL CORPORATION LAW
OF THE STATE OF MARYLAND, AND SUCH OTHER DUTIES AND POWERS AS THE DIRECTORS MAY
FROM TIME TO TIME DESIGNATE.
3.5 CHAIRMAN; PRESIDENT. UNLESS THE DIRECTORS OTHERWISE PROVIDE, THE
CHAIRMAN OF THE DIRECTORS, OR, IF THERE IS NONE, OR IN THE ABSENCE OF THE
CHAIRMAN, THE PRESIDENT WILL PRESIDE AT ALL MEETINGS OF THE SHAREHOLDERS AND OF
THE DIRECTORS. THE PRESIDENT WILL BE THE CHIEF EXECUTIVE OFFICER OF THE FUND
AND, SUBJECT TO THE DIRECTORS, WILL HAVE GENERAL SUPERVISION OVER THE BUSINESS
AND POLICIES OF THE FUND.
3.6 TREASURER. THE TREASURER WILL BE THE CHIEF FINANCIAL AND ACCOUNTING
OFFICER OF THE FUND, AND WILL, SUBJECT TO THE PROVISIONS OF THE ARTICLES OF
INCORPORATION AND TO ANY ARRANGEMENT MADE BY THE DIRECTORS WITH A CUSTODIAN,
INVESTMENT ADVISOR OR MANAGER, OR TRANSFER, SHAREHOLDER SERVICING OR SIMILAR
AGENT, BE IN CHARGE OF THE VALUABLE PAPERS, BOOKS OF ACCOUNT AND ACCOUNTING
RECORDS OF THE FUND, AND WILL HAVE SUCH OTHER DUTIES AND POWERS AS MAY BE
DESIGNATED FROM TIME TO TIME BY THE DIRECTORS OR BY THE PRESIDENT.
3.7 SECRETARY. THE SECRETARY WILL RECORD ALL PROCEEDINGS OF THE
SHAREHOLDERS AND THE DIRECTORS IN BOOKS TO BE KEPT FOR THAT PURPOSE; THE BOOKS
OR COPIES OF THE BOOKS WILL BE KEPT AT THE PRINCIPAL OFFICE OF THE FUND. IN THE
ABSENCE OF THE SECRETARY FROM ANY MEETING OF THE SHAREHOLDERS OR DIRECTORS, AN
ASSISTANT SECRETARY, OR IF THERE IS NONE OR IF HE OR SHE IS ABSENT, A TEMPORARY
SECRETARY CHOSEN AT SUCH MEETING WILL RECORD THE PROCEEDINGS THEREOF IN THE
AFORESAID BOOKS.
3.8 RESIGNATIONS AND REMOVALS. ANY DIRECTOR OR OFFICER MAY RESIGN AT
ANY TIME BY WRITTEN INSTRUMENT SIGNED BY HIM OR HER AND DELIVERED TO THE
CHAIRMAN, THE PRESIDENT OR THE SECRETARY OR TO A MEETING OF THE DIRECTORS. THE
RESIGNATION WILL BE EFFECTIVE UPON RECEIPT UNLESS SPECIFIED TO BE EFFECTIVE AT
SOME OTHER TIME. THE DIRECTORS MAY REMOVE ANY OFFICER ELECTED BY THEM WITH OR
WITHOUT CAUSE. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT
WITH THE FUND, NO DIRECTOR OR OFFICER RESIGNING AND NO OFFICER REMOVED WILL HAVE
ANY RIGHT TO ANY COMPENSATION FOR ANY PERIOD FOLLOWING HIS OR HER RESIGNATION OR
REMOVAL.
ARTICLE 4
COMMITTEES
4.1 GENERAL. THE DIRECTORS, BY VOTE OF A MAJORITY OF THE DIRECTORS THEN
IN OFFICE, MAY ELECT FROM THEIR NUMBER AN EXECUTIVE COMMITTEE OR OTHER
COMMITTEES AND MAY DELEGATE THERETO SOME OR ALL OF THEIR POWERS EXCEPT THOSE
WHICH BY LAW, BY THE ARTICLES OF INCORPORATION, OR BY THESE BY-LAWS MAY NOT BE
DELEGATED. EXCEPT AS THE DIRECTORS MAY OTHERWISE DETERMINE, ANY SUCH COMMITTEE
MAY MAKE RULES FOR THE CONDUCT OF ITS BUSINESS, BUT UNLESS OTHERWISE PROVIDED BY
THE DIRECTORS OR IN SUCH RULES, ITS BUSINESS WILL BE CONDUCTED SO FAR AS
POSSIBLE IN THE SAME MANNER AS IS PROVIDED BY THESE BY-LAWS FOR THE DIRECTORS
THEMSELVES. ALL MEMBERS OF SUCH COMMITTEES WILL HOLD THEIR OFFICES AT THE
DISCRETION OF THE DIRECTORS. THE DIRECTORS MAY ABOLISH ANY COMMITTEE AT ANY
TIME. ANY COMMITTEE TO WHICH THE DIRECTORS DELEGATE ANY OF THEIR POWERS OR
DUTIES WILL KEEP RECORDS OF ITS MEETINGS AND WILL REPORT ITS ACTION TO THE
DIRECTORS. THE DIRECTORS WILL HAVE POWER TO RESCIND ANY ACTION OF ANY COMMITTEE,
BUT NO SUCH RESCISSION WILL HAVE RETROACTIVE EFFECT.
ARTICLE 5
REPORTS
5.1 GENERAL. THE DIRECTORS AND OFFICERS WILL RENDER REPORTS AT THE TIME
AND IN THE MANNER REQUIRED BY THE ARTICLES OF INCORPORATION OR ANY APPLICABLE
LAW. OFFICERS AND COMMITTEES WILL RENDER SUCH ADDITIONAL REPORTS AS THEY MAY
DEEM DESIRABLE OR AS MAY FROM TIME TO TIME BE REQUIRED BY THE DIRECTORS.
ARTICLE 6
SEAL
6.1 GENERAL. THE SEAL OF THE FUND WILL CONSIST OF A FLAT-FACED DIE WITH
THE WORD "MARYLAND," TOGETHER WITH THE NAME OF THE FUND AND THE YEAR OF ITS
ORGANIZATION CUT OR ENGRAVED THEREON, BUT, UNLESS OTHERWISE REQUIRED BY THE
DIRECTORS, THE SEAL WILL NOT BE NECESSARY TO BE PLACED ON, AND ITS ABSENCE WILL
NOT IMPAIR THE VALIDITY OF, ANY DOCUMENT, INSTRUMENT OR OTHER PAPER EXECUTED AND
DELIVERED BY OR ON BEHALF OF THE FUND.
ARTICLE 7
EXECUTION OF PAPERS
7.1 GENERAL. EXCEPT AS THE DIRECTORS MAY GENERALLY OR IN PARTICULAR
CASES AUTHORIZE THE EXECUTION THEREOF IN SOME OTHER MANNER, ALL DEEDS, LEASES,
CONTRACTS, NOTES AND OTHER OBLIGATIONS MADE BY THE DIRECTORS WILL BE SIGNED BY
THE PRESIDENT, ANY VICE PRESIDENT OR ASSISTANT VICE PRESIDENT, OR BY THE
TREASURER, SECRETARY OR ASSISTANT SECRETARY AND NEED NOT BEAR THE SEAL OF THE
FUND.
ARTICLE 8
ISSUANCE OF SHARE CERTIFICATES
8.1 SHARE CERTIFICATES. IN LIEU OF ISSUING CERTIFICATES FOR SHARES, THE
DIRECTORS OR THE TRANSFER AGENT MAY EITHER ISSUE RECEIPTS THEREFOR OR MAY KEEP
ACCOUNTS UPON THE BOOKS OF THE FUND FOR THE RECORD HOLDERS OF SUCH SHARES, WHO
WILL IN EITHER CASE BE DEEMED, FOR ALL PURPOSES HEREUNDER, TO BE THE HOLDERS OF
CERTIFICATES FOR SUCH SHARES AS IF THEY HAD ACCEPTED SUCH CERTIFICATES AND WILL
BE HELD TO HAVE EXPRESSLY ASSENTED AND AGREED TO THE TERMS HEREOF.
THE DIRECTORS MAY AT ANY TIME AUTHORIZE THE ISSUANCE OF SHARE CERTIFICATES.
IN THAT EVENT, EACH SHAREHOLDER OF ANY SERIES WILL BE ENTITLED TO A CERTIFICATE
STATING THE NUMBER OF SHARES OF ANY SERIES OWNED BY HIM OR HER, IN SUCH FORM AS
WILL BE PRESCRIBED FROM TIME TO TIME BY THE DIRECTORS. SUCH CERTIFICATES WILL BE
SIGNED BY THE PRESIDENT OR A VICE PRESIDENT AND BY THE TREASURER OF THE FUND.
SUCH SIGNATURES MAY BE FACSIMILES IF THE CERTIFICATE IS SIGNED BY A TRANSFER
AGENT, OR BY A REGISTRAR, OTHER THAN A DIRECTOR, OFFICER OR EMPLOYEE OF THE
FUND. IN CASE ANY OFFICER WHO HAS SIGNED OR WHOSE FACSIMILE SIGNATURE HAS BEEN
PLACED ON SUCH CERTIFICATE WILL CEASE TO BE SUCH OFFICER BEFORE SUCH CERTIFICATE
IS ISSUED, IT MAY BE ISSUED BY THE FUND WITH THE SAME EFFECT AS IF HE WERE SUCH
OFFICER AT THE TIME OF ITS ISSUE.
8.2 LOSS OF CERTIFICATES. IN CASE OF THE ALLEGED LOSS OR DESTRUCTION OR
THE MUTILATION OF A SHARE CERTIFICATE, A DUPLICATE CERTIFICATE MAY BE ISSUED IN
PLACE THEREOF, UPON SUCH TERMS AS THE DIRECTORS WILL PRESCRIBE.
8.3 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. THE DIRECTORS MAY AT
ANY TIME DISCONTINUE THE ISSUANCE OF SHARE CERTIFICATES AND MAY, BY WRITTEN
NOTICE TO EACH SHAREHOLDER, REQUIRE THE SURRENDER OF SHARE CERTIFICATES TO THE
FUND FOR CANCELLATION. SUCH SURRENDER AND CANCELLATION WILL NOT AFFECT THE
OWNERSHIP OF SHARES IN THE FUND.
ARTICLE 9
CUSTODY OF SECURITIES AND CASH
9.1 EMPLOYMENT OF A CUSTODIAN. THE FUND WILL PLACE AND AT ALL TIMES
MAINTAIN IN THE CUSTODY OF A CUSTODIAN (INCLUDING ANY SUBCUSTODIAN FOR THE
CUSTODIAN) ALL FUNDS, SECURITIES, AND SIMILAR INVESTMENTS OWNED BY THE FUND FOR
THE BENEFIT OF ANY OF ITS SERIES. SUBJECT TO SUCH RULES, REGULATIONS, AND ORDERS
AS THE SECURITIES AND EXCHANGE COMMISSION MAY ADOPT AS NECESSARY OR APPROPRIATE
FOR THE PROTECTION OF INVESTORS, THE FUND'S CUSTODIAN MAY DEPOSIT ALL OR A PART
OF THE SECURITIES OWNED BY THE FUND FOR THE BENEFIT OF ANY OF ITS SERIES IN A
SUBCUSTODIAN OR SUBCUSTODIANS SITUATED WITHIN OR WITHOUT THE UNITED STATES. THE
CUSTODIAN WILL BE APPOINTED AND ITS REMUNERATION FIXED BY THE BOARD OF
DIRECTORS. [INVESTMENT COMPANY ACT, SECTION 17(F)]
9.2 CENTRAL CERTIFICATE SERVICE. SUBJECT TO SUCH RULES, REGULATIONS,
AND ORDERS AS THE SECURITIES AND EXCHANGE COMMISSION MAY ADOPT AS NECESSARY OR
APPROPRIATE FOR THE PROTECTION OF INVESTORS, THE FUND'S CUSTODIAN MAY DEPOSIT
ALL OR ANY PART OF THE SECURITIES OWNED BY THE FUND FOR THE BENEFIT OF ANY OF
ITS SERIES IN A SYSTEM FOR THE CENTRAL HANDLING OF SECURITIES ESTABLISHED BY A
NATIONAL SECURITIES EXCHANGE OR NATIONAL SECURITIES ASSOCIATION REGISTERED WITH
THE COMMISSION UNDER THE SECURITIES EXCHANGE ACT OF 1934, OR SUCH OTHER PERSON
AS MAY BE PERMITTED BY THE COMMISSION, PURSUANT TO WHICH SYSTEM ALL SECURITIES
OF ANY PARTICULAR CLASS OR SERIES OF ANY ISSUER DEPOSITED WITHIN THE SYSTEM ARE
TREATED AS FUNGIBLE AND MAY BE TRANSFERRED OR PLEDGED BY BOOKKEEPING ENTRY
WITHOUT PHYSICAL DELIVERY OF SUCH SECURITIES. [INVESTMENT COMPANY ACT, SECTION
17(F) ]
ARTICLE 10
SHAREHOLDERS
10.1 MEETINGS. A MEETING OF THE SHAREHOLDERS OF THE FUND FOR THE
BENEFIT OF ANY OF ITS SERIES WILL BE HELD WHENEVER CALLED BY THE DIRECTORS AND
WHENEVER ELECTION OF A DIRECTOR OR DIRECTORS BY SHAREHOLDERS IS REQUIRED BY THE
PROVISIONS OF SECTION 16(A) OF THE INVESTMENT COMPANY ACT OF 1940 FOR THAT
PURPOSE. THE DIRECTORS WILL PROMPTLY CALL AND GIVE NOTICE OF A MEETING OF
SHAREHOLDERS FOR THE PURPOSE OF VOTING UPON REMOVAL OF ANY DIRECTOR OF THE FUND
WHEN REQUESTED TO DO SO IN WRITING BY SHAREHOLDERS HOLDING NOT LESS THAN 10% OF
THE SHARES THEN OUTSTANDING OF THE FUND PERTAINING TO ANY SERIES. MEETINGS OF
SHAREHOLDERS FOR ANY OTHER PURPOSE WILL ALSO BE CALLED BY THE DIRECTORS WHEN
REQUESTED IN WRITING BY SHAREHOLDERS HOLDING AT LEAST 10% OF THE SHARES THEN
OUTSTANDING OF THE FUND PERTAINING TO ANY SERIES, OR IF THE DIRECTORS WILL FAIL
TO CALL OR GIVE NOTICE OF ANY MEETING OF SHAREHOLDERS FOR A PERIOD OF 30 DAYS
AFTER SUCH APPLICATION, THEN SHAREHOLDERS HOLDING AT LEAST 10% OF THE SHARES
THEN OUTSTANDING OF THE FUND PERTAINING TO ANY SERIES MAY CALL AND GIVE NOTICE
OF SUCH MEETING. NOTICES OF ANY MEETING OF THE SHAREHOLDERS WILL BE GIVEN BY
DELIVERING OR MAILING, POSTAGE PREPAID, TO EACH SHAREHOLDER ENTITLED TO VOTE AT
SAID MEETING, A WRITTEN OR PRINTED NOTIFICATION OF SUCH MEETING, AT LEAST 15
DAYS BEFORE THE MEETING, TO SUCH ADDRESS AS MAY BE REGISTERED WITH THE FUND BY
THE SHAREHOLDER.
10.2 RECORD DATES. FOR THE PURPOSE OF DETERMINING THE SHAREHOLDERS WHO
ARE ENTITLED TO VOTE OR ACT AT ANY MEETING OR ANY ADJOURNMENT THEREOF, OR WHO
ARE ENTITLED TO RECEIVE PAYMENT OF ANY DIVIDEND OR OF ANY OTHER DISTRIBUTION,
THE DIRECTORS MAY FROM TIME TO TIME FIX A TIME, WHICH WILL NOT BE MORE THAN 90
DAYS BEFORE THE DATE OF ANY MEETING OF SHAREHOLDERS OR THE DATE FOR THE PAYMENT
OF ANY DIVIDEND OR OF ANY OTHER DISTRIBUTION, AS THE RECORD DATE FOR DETERMINING
THE SHAREHOLDERS HAVING THE RIGHT TO NOTICE OF AND TO VOTE AT SUCH MEETING AND
ANY ADJOURNMENT THEREOF OR THE RIGHT TO RECEIVE SUCH DIVIDEND OR DISTRIBUTION,
AND IN SUCH CASE ONLY SHAREHOLDERS OF RECORD ON SUCH RECORD DATE WILL HAVE SUCH
RIGHT, NOTWITHSTANDING ANY TRANSFER OF SHARES ON THE BOOKS OF THE FUND AFTER THE
RECORD DATE; OR WITHOUT FIXING SUCH RECORD DATE THE DIRECTORS MAY FOR ANY SUCH
PURPOSES CLOSE THE REGISTER OR TRANSFER BOOKS FOR ALL OR ANY PART OF SUCH
PERIOD.
ARTICLE 11
AMENDMENTS TO THE BY-LAWS
11.1 GENERAL. THESE BY-LAWS MAY BE AMENDED OR REPEALED, IN WHOLE OR IN
PART, BY A MAJORITY OF THE DIRECTORS THEN IN OFFICE AT ANY MEETING OF THE
DIRECTORS, OR BY ONE OR MORE WRITINGS SIGNED BY SUCH A MAJORITY.
ARTICLE 12
INDEMNIFICATION
12.1 THE FUND SHALL INDEMNIFY OR ADVANCE ANY EXPENSES TO DIRECTORS AND
OFFICERS TO THE EXTENT PERMITTED OR REQUIRED BY THE MARYLAND GENERAL CORPORATION
LAW, PROVIDED, HOWEVER, THAT THE FUND SHALL ONLY BE REQUIRED TO INDEMNIFY OR
ADVANCE EXPENSES TO ANY PERSON OTHER THAN A DIRECTOR, TO THE EXTENT SPECIFICALLY
APPROVED BY RESOLUTION ADOPTED BY THE BOARD OF DIRECTORS IN ACCORDANCE WITH
APPLICABLE LAW.
12.2 THE INDEMNIFICATION PROVIDED HEREUNDER SHALL CONTINUE AS TO A
PERSON WHO HAS CEASED TO BE A DIRECTOR OR OFFICER, AND SHALL INURE TO THE
BENEFIT OF THE HEIRS, EXECUTORS AND ADMINISTRATORS OF SUCH A PERSON.
12.3 NOTHING CONTAINED IN THE ARTICLES OF INCORPORATION OR THESE
BY-LAWS SHALL BE CONSTRUED TO PROTECT ANY DIRECTOR OR OFFICER OF THE FUND
AGAINST ANY LIABILITY TO THE FUND OR ITS SECURITY HOLDERS TO WHICH HE OR SHE
WOULD OTHERWISE BE SUBJECT BY REASON OF WILLFUL MISFEASANCE, BAD FAITH, GROSS
NEGLIGENCE OR RECKLESS DISREGARD OF DUTIES INVOLVED IN THE CONDUCT OF HIS OR HER
OFFICE ("DISABLING CONDUCT"). THE MEANS FOR DETERMINING WHETHER INDEMNIFICATION
SHALL BE MADE SHALL BE:
(I) A FINAL DECISION ON THE MERITS BY A COURT OR OTHER BODY BEFORE
WHOM THE PROCEEDING WAS BROUGHT THAT THE PERSON TO BE INDEMNIFIED ("INDEMNITEE")
WAS NOT LIABLE BY REASON OF DISABLING CONDUCT, OR
(II) IN THE ABSENCE OF SUCH A DECISION, A REASONABLE
DETERMINATION, BASED UPON A REVIEW OF THE FACTS, THAT THE INDEMNITEE WAS NOT
LIABLE BY REASON OF DISABLING CONDUCT, BY (A) THE VOTE OF A MAJORITY OF A QUORUM
OF DIRECTORS WHO ARE NEITHER "INTERESTED PERSONS" OF THE FUND NOR PARTIES TO THE
PROCEEDING ("DISINTERESTED NON-PARTY DIRECTORS"), OR (B) AN INDEPENDENT LEGAL
COUNSEL IN A WRITTEN OPINION.
12.4 NOTHING CONTAINED IN THE ARTICLE OF INCORPORATION OR THESE BY-LAWS
SHALL BE CONSTRUED TO PERMIT THE ADVANCEMENT OF LEGAL EXPENSES FOR THE DEFENSE
OF A PROCEEDING BROUGHT BY THE FUND OR ITS SECURITY HOLDERS AGAINST A DIRECTOR
OR OFFICER OF THE FUND UNLESS AN UNDERTAKING IS FURNISHED BY OR ON BEHALF OF THE
INDEMNITEE TO REPAY THE ADVANCE UNLESS IT IS ULTIMATELY DETERMINED THAT HE OR
SHE IS ENTITLED TO INDEMNIFICATION, AND THE INDEMNITEE COMPLIES WITH AT LEAST
ONE OF THE FOLLOWING CONDITIONS:
(I) THE INDEMNITEE SHALL PROVIDE A SECURITY FOR HIS OR HER
UNDERTAKING,
(II) THE FUND SHALL BE INSURED AGAINST LOSSES ARISING BY REASON OF
ANY LAWFUL ADVANCES, OR
(III) A MAJORITY OF A QUORUM OF THE DISINTERESTED NON-PARTY
DIRECTORS, OR AN INDEPENDENT LEGAL COUNSEL IN A WRITTEN OPINION, SHALL
DETERMINE, BASED ON A REVIEW OF READILY AVAILABLE FACTS (AS OPPOSED TO A FULL
TRIAL-TYPE INQUIRY), THAT THERE IS REASON TO BELIEVE THAT THE INDEMNITEE
ULTIMATELY WILL BE FOUND ENTITLED TO INDEMNIFICATION.
