Exhibit (B)
BY-LAWS
OF
MERCURY SENIOR FLOATING RATE FUND, INC.
Offices
Principal Office. The principal office of Mercury Senior Floating Rate
Fund, Inc. (the "Corporation") shall be in the City of Baltimore, State of
Maryland.
Principal Executive Office. The principal executive office of the
Corporation shall be at 800 Scudders Mill Road, Plainsboro, New Jersey 08536.
Other Offices. The Corporation may have such other offices in such places
as the Board of Directors from time to time may determine.
Meetings of Stockholders
Annual Meeting. Except as otherwise required by the rules of any stock
exchange on which the Corporation's shares of stock may be listed, the
Corporation shall not be required to hold an annual meeting of its stockholders
in any year in which the election of directors is not required to be acted upon
under the Investment Company Act of 1940, as amended (the "Investment Company
Act"). In the event that the Corporation shall be required to hold an annual
meeting of stockholders to elect directors under the Investment Company Act,
such meeting shall be held no later than 120 days after the occurrence of the
event requiring the meeting. Any stockholders' meeting held in accordance with
this Section shall for all purposes constitute the annual meeting of
stockholders for the year in which the meeting is held.
In the event an annual meeting is required by the rules of a stock
exchange on which the Corporation's shares of stock are listed, the annual
meeting of the stockholders of the Corporation for the election of directors and
for the transaction of such other business as may properly be brought before the
meeting shall be held on such day and month of each year as shall be designated
annually by the Board of Directors.
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Special Meetings. Special meetings of the stockholders, unless otherwise
provided by law, may be called for any purpose or purposes by a majority of the
Board of Directors, the President, or on the written request of the holders of
at least 10% of the outstanding shares of capital stock of the Corporation
entitled to vote at such meeting if they comply with Section 2-502(b) or (c) of
the Maryland General Corporation Law.
Place of Meetings. The annual meeting and any special meeting of the
stockholders shall be held at such place within the United States as the Board
of Directors from time to time may determine.
Notice of Meetings; Waiver of Notice. Notice of the place, date and time
of the holding of each annual and special meeting of the stockholders and the
purpose or purposes of each special meeting shall be given personally or by
mail, not less than ten nor more than 90 days before the date of such meeting,
to each stockholder entitled to vote at such meeting and to each other
stockholder entitled to notice of the meeting. Notice by mail shall be deemed to
be duly given when deposited in the United States mail addressed to the
stockholder at his or her address as it appears on the records of the
Corporation, with postage thereon prepaid.
Notice of any meeting of stockholders shall be deemed waived by any
stockholder who shall attend such meeting in person or by proxy, or who, either
before or after the meeting, shall submit a signed waiver of notice which is
filed with the records of the meeting. When a meeting is adjourned to another
time and place, unless the Board of Directors, after the adjournment, shall fix
a new record date for an adjourned meeting, or unless the adjournment is for
more than 120 days after the original record date, notice of such adjourned
meeting need not be given if the time and place to which the meeting shall be
adjourned were announced at the meeting at which the adjournment is taken.
Quorum. The presence in person or by proxy of the holders of shares of
stock entitled to cast one-third of the votes entitled to be cast shall
constitute a quorum at any meeting of stockholders, except with respect to any
matter which requires approval by a separate vote of one or more classes or
series of stock, in which case the presence in person or by proxy of the holders
of shares entitled to cast one-third of the votes entitled to be cast by each
class or series entitled
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to vote as a separate class or series shall constitute a quorum. In the absence
of a quorum no business may be transacted, except that the holders of a majority
of the shares of stock present in person or by proxy and entitled to vote may
adjourn the meeting from time to time, without notice other than announcement
thereat except as otherwise required by these By-Laws, until the holders of the
requisite amount of shares of stock shall be so present. At any such adjourned
meeting at which a quorum may be present any business may be transacted which
might have been transacted at the meeting as originally called. The absence from
any meeting, in person or by proxy, of holders of the number of shares of stock
of the Corporation in excess of a majority thereof which may be required by the
laws of the State of Maryland, the Investment Company Act, or other applicable
statute, the Articles of Incorporation, as amended (the "Charter"), or these
By-Laws, for action upon any given matter shall not prevent action at such
meeting upon any other matter or matters which properly may come before the
meeting, if there shall be present thereat, in person or by proxy, holders of
the number of shares of stock of the Corporation required for action in respect
of such other matter or matters.
Organization. At each meeting of the stockholders, the Chairman of the
Board (if one has been designated by the Board), or in his or her absence or
inability to act, the President, or in the absence or inability to act of the
Chairman of the Board and the President, any officer of the Corporation, shall
act as chairman of the meeting. The Secretary, or in his or her absence or
inability to act, any person appointed by the chairman of the meeting, shall act
as secretary of the meeting and keep the minutes thereof.
Order of Business. The order of business at all meetings of the
stockholders shall be as determined by the chairman of the meeting.
Voting. Except as otherwise provided by statute or the Charter, each
holder of record of shares of stock of the Corporation having voting power shall
be entitled at each meeting of the stockholders to one vote for every share of
such stock standing in his or her name on the record of stockholders of the
Corporation as of the record date determined pursuant to Section 9 of this
Article or, if such record date shall not have been so fixed, then at the later
of (i) the close of business on the day on which notice of the meeting is mailed
or (ii) the thirtieth day before the meeting.
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Each stockholder entitled to vote at any meeting of stockholders may
authorize another person or persons to act for him or her by a proxy signed by
such stockholder or his or her attorney-in-fact. No proxy shall be valid after
the expiration of eleven months from the date thereof, unless otherwise provided
in the proxy. Every proxy shall be revocable at the pleasure of the stockholder
executing it, except in those cases where such proxy states that it is
irrevocable and where an irrevocable proxy is permitted by law. Except as
otherwise provided by statute, the Charter or these By-Laws, any corporate
action to be taken by vote of the stockholders (other than the election of
directors, which shall be by a plurality of votes cast) shall be authorized by a
majority of the total votes cast at a meeting of stockholders by the holders of
shares present in person or represented by proxy and entitled to vote on such
action.
If a vote shall be taken on any question other than the election of
directors, which shall be by written ballot, then unless required by statute or
these By-Laws, or determined by the chairman of the meeting to be advisable, any
such vote need not be by ballot. On a vote by ballot, each ballot shall be
signed by the stockholder voting, or by his or her proxy, if there be such
proxy, and shall state the number of shares voted.
Fixing of Record Date. The Board of Directors may set a record date for
the purpose of determining stockholders entitled to vote at any meeting of the
stockholders. The record date, which may not be prior to the close of business
on the day the record date is fixed, shall be not more than 90 nor less than ten
days before the date of the meeting of the stockholders. All persons who were
holders of record of shares at such time, and not others, shall be entitled to
vote at such meeting and any adjournment thereof.
Inspectors. The Board, in advance of any meeting of stockholders, may
appoint one or more inspectors to act at such meeting or any adjournment
thereof. If the inspectors shall not be so appointed or if any of them shall
fail to appear or act, the chairman of the meeting may, and on the request of
any stockholder entitled to vote thereat shall, appoint inspectors. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath to execute faithfully the duties of inspector at such meeting
with strict impartiality and according to the best of his or her ability. The
inspectors shall determine the number of shares outstanding and the voting
powers of each, the number of shares represented at the meeting, the existence
of
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a quorum, and the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the chairman
of the meeting or any stockholder entitled to vote thereat, the inspectors shall
make a report in writing of any challenge, request or matter determined by them
and shall execute a certificate of any fact found by them. No director or
candidate for the office of director shall act as inspector of an election of
directors. Inspectors need not be stockholders.
Consent of Stockholders in Lieu of Meeting. Except as otherwise provided
by statute or the Charter, any action required to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting of such stockholders, may be taken without a meeting, without
prior notice and without a vote, if the following are filed with the records of
stockholders' meetings: (i) a unanimous written consent which sets forth the
action and is signed by each stockholder entitled to vote on the matter and (ii)
a written waiver of any right to dissent signed by each stockholder entitled to
notice of the meeting but not entitled to vote thereat.
Board of Directors
General Powers. Except as otherwise provided in the Charter, the business
and affairs of the Corporation shall be managed under the direction of the Board
of Directors. All powers of the Corporation may be exercised by or under
authority of the Board of Directors except as conferred on or reserved to the
stockholders by law or by the Charter or these By-Laws.
Number of Directors. The number of directors shall be fixed from time to
time by resolution of the Board of Directors adopted by a majority of the entire
Board of Directors then in office; provided, however, that in no event shall the
number of directors be less than the minimum permitted by the General Law of the
State of Maryland nor more than 15. Any vacancy created by an increase in the
number of directors may be filled in accordance with Section 6 of this Article
III. No reduction in the number of directors shall have the effect of removing
any director from office prior to the expiration of his or her term unless such
director
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specifically is removed pursuant to Section 5 of this Article III at the time of
such decrease. Directors need not be stockholders. As long as any preferred
stock of the Corporation is outstanding, the number of directors shall be not
less than five.
Election and Term of Directors. Directors shall be elected annually at a
meeting of stockholders held for that purpose; provided, however, that if no
meeting of the stockholders of the Corporation is required to be held in a
particular year pursuant to Section 1 of Article II of these By-Laws, directors
shall be elected at the next meeting held. The term of office of each director
shall be from the time of his election and qualification until the election of
directors next succeeding his election and until his successor shall have been
elected and shall have qualified, or until his death, or until he shall have
resigned or until December 31 of the year in which he shall have reached
seventy-two years of age, or until he shall have been removed as hereinafter
provided in these By-Laws, or as otherwise provided by statute or by the
Charter.
Resignation. A director of the Corporation may resign at any time by
giving written notice of his or her resignation to the Board or the Chairman of
the Board or the President or the Secretary. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
Removal of Directors. Any director of the Corporation may be removed (with
or without cause) by the stockholders by a vote of sixty-six and two-thirds
percent (66 2/3%) of the outstanding shares of capital stock then entitled to
vote in the election of such director.
Vacancies. Subject to the provisions of the Investment Company Act, any
vacancies in the Board of Directors, whether arising from death, resignation,
removal, an increase in the number of directors or any other cause, shall be
filled by a vote of a majority of the Board of Directors then in office,
regardless of whether they constitute a quorum.
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Place of Meetings. Meetings of the Board may be held at such place as the
Board from time to time may determine or as shall be specified in the notice of
such meeting.
Regular Meeting. Regular meetings of the Board may be held without notice
at such time and place as may be determined by the Board of Directors.
Special Meetings. Special meetings of the Board may be called by two or
more directors of the Corporation or by the Chairman of the Board or the
President.
Telephone Meetings. Members of the Board of Directors or of 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. Subject to the provisions of the Investment
Company Act, participation in a meeting by these means constitutes presence in
person at the meeting.
Notice of Special Meetings. Notice of each special meeting of the Board
shall be given by the Secretary as hereinafter provided, in which notice shall
be stated the time and place of the meeting. Notice of each such meeting shall
be delivered to each director, either personally or by telephone or any standard
form of telecommunication, at least 24 hours before the time at which such
meeting is to be held, or by first-class mail, postage prepaid, addressed to him
or her at his or her residence or usual place of business, at least three days
before the day on which such meeting is to be held.
Waiver of Notice of Meetings. Notice of any special meeting need not be
given to any director who, either before or after the meeting, shall sign a
written waiver of notice which is filed with the records of the meeting or who
shall attend such meeting. Except as otherwise specifically required by these
By-Laws, a notice or waiver of notice of any meeting need not state the purposes
of such meeting.
Quorum and Voting. One-third, but not less than two (unless there is only
one director) of the members of the entire Board shall be present in person at
any meeting of the Board in order to constitute a quorum for the transaction of
business at such meeting, and except as otherwise expressly required by statute,
the Charter, these By-Laws, the Investment Company
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Act, or other applicable statute, the act of a majority of the directors present
at any meeting at which a quorum is present shall be the act of the Board. In
the absence of a quorum at any meeting of the Board, a majority of the directors
present thereat may adjourn such meeting to another time and place until a
quorum shall be present thereat. Notice of the time and place of any such
adjourned meeting shall be given to the directors who were not present at the
time of the adjournment and, unless such time and place were announced at the
meeting at which the adjournment was taken, to the other directors. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called.
Organization. The Board, by resolution adopted by a majority of the entire
Board, may designate a Chairman of the Board, who shall preside at each meeting
of the Board. In the absence or inability of the Chairman of the Board to
preside at a meeting, the President or, in his or her absence or inability to
act, another director or any officer of the Corporation chosen by a majority of
the directors present, shall act as chairman of the meeting and preside thereat.
The Secretary (or, in his or her absence or inability to act, any person
appointed by the Chairman) shall act as secretary of the meeting and keep the
minutes thereof.
Written Consent of Directors in Lieu of a Meeting. Subject to the
provisions of the Investment Company Act, 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 all members of the Board or the committee, as the
case may be, consent thereto in writing, and the writings or writing are filed
with the minutes of the proceedings of the Board or the committee.
Compensation. Directors may receive compensation for services to the
Corporation in their capacities as directors or otherwise in such manner and in
such amounts as may be fixed from time to time by the Board.
Investment Policies. It shall be the duty of the Board of Directors to
direct that the purchase, sale, retention and disposal of portfolio securities
and the other investment practices of the Corporation at all times are
consistent with the investment policies and restrictions with respect to
securities investments and otherwise of the Corporation, as recited in the
Prospectus of
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the Corporation included in the registration statement of the Corporation
relating to the initial public offering of its capital stock, as filed with the
Securities and Exchange Commission (or as such investment policies and
restrictions may be modified by the Board of Directors, or, if required, by a
majority vote of the stockholders of the Corporation in accordance with the
Investment Company Act) and as required by the Investment Company Act. The
Board, however, may delegate the duty of management of the assets and the
administration of its day to day operations to an individual or corporate
management company and/or investment adviser pursuant to a written contract or
contracts which have obtained the requisite approvals, including the requisite
approvals of renewals thereof, of the Board of Directors and/or the stockholders
of the Corporation in accordance with the provisions of the Investment Company
Act.
Committees
Executive Committee. The Board, by resolution adopted by a majority of the
entire board, may designate an Executive Committee consisting of two or more of
the directors of the Corporation, which committee shall have and may exercise
all of the powers and authority of the Board with respect to all matters other
than:
the submission to stockholders of any action requiring authorization
of stockholders pursuant to statute or the Charter;
the filling of vacancies on the Board of Directors;
the fixing of compensation of the directors for serving on the Board
or on any committee of the Board, including the Executive Committee;
the approval or termination of any contract with an investment
adviser or principal underwriter, as such terms are defined in the
Investment Company Act, or the taking of any other action required to be
taken by the Board of Directors by the Investment Company Act;
the amendment or repeal of these By-Laws or the adoption of new
By-Laws;
the amendment or repeal of any resolution of the Board which by its
terms may be amended or repealed only by the Board;
the declaration of dividends and, except to the extent permitted by
law, the issuance of capital stock of the Corporation; and
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the approval of any merger or share exchange which does not require
stockholder approval.
The Executive Committee shall keep written minutes of its proceedings and
shall report such minutes to the Board. All such proceedings shall be subject to
revision or alteration by the Board; provided, however, that third parties shall
not be prejudiced by such revision or alteration.
Other Committees of the Board. The Board of Directors from time to time,
by resolution adopted by a majority of the whole Board, may designate one or
more other committees of the Board, each such committee to consist of two or
more directors and to have such powers and duties as the Board of Directors, by
resolution, may prescribe.
General. One-third, but not less than two, of the members of any committee
shall be present in person at any meeting of such committee in order to
constitute a quorum for the transaction of business at such meeting, and the act
of a majority present shall be the act of such committee. The Board may
designate a chairman of any committee and such chairman or any two members of
any committee may fix the time and place of its meetings unless the Board shall
otherwise provide. In the absence or disqualification of any member of any
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or she or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. The Board shall
have the power at any time to change the membership of any committee, to fill
all vacancies, to designate alternate members to replace any absent or
disqualified member, or to dissolve any such committee. Nothing herein shall be
deemed to prevent the Board from appointing one or more committees consisting in
whole or in part of persons who are not directors of the Corporation; provided,
however, that no such committee shall have or may exercise any authority or
power of the Board in the management of the business or affairs of the
Corporation except as may be prescribed by the Board.
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Officers, Agents and Employees
Number of Qualifications. The officers of the Corporation shall be a
President, who shall be a director of the Corporation, a Secretary and a
Treasurer, each of whom shall be elected by the Board of Directors. The Board of
Directors may elect or appoint one or more Vice Presidents and also may appoint
such other officers, agents and employees as it may deem necessary or proper.
Any two or more offices may be held by the same person, except the offices of
President and Vice President, but no officer shall execute, acknowledge or
verify any instrument in more than one capacity. Such officers shall be elected
by the Board of Directors each year at its first meeting held after the annual
meeting of stockholders, each to hold office until the next meeting of the
stockholders and until his or her successor shall have been duly elected and
shall have qualified, or until his or her death, or until he or she shall have
resigned, or have been removed, as hereinafter provided in these By-Laws. The
Board from time to time may elect such officers (including one or more Assistant
Vice Presidents, one or more Assistant Treasurers and one or more Assistant
Secretaries) and such agents, as may be necessary or desirable for the business
of the Corporation. The President also shall have the power to appoint such
assistant officers (including one or more Assistant Vice Presidents, one or more
Assistant Treasurers and one or more Assistant Secretaries) as may be necessary
or appropriate to facilitate the management of the Corporation's affairs. Such
officers and agents shall have such duties and shall hold their offices for such
terms as may be prescribed by the Board or by the appointing authority.
Resignations. Any officer of the Corporation may resign at any time by
giving written notice of resignation to the Board, the Chairman of the Board,
the President or the Secretary. Any such resignation shall take effect at the
time specified therein or, if the time when it shall become effective shall not
be specified therein, immediately upon its receipt; and, unless otherwise
specified therein, the acceptance of such resignation shall be necessary to make
it effective.
Removal of Officer, Agent or Employee. Any officer, agent or employee of
the Corporation may be removed by the Board of Directors with or without cause
at any time, and
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the Board may delegate such power of removal as to agents and employees not
elected or appointed by the Board of Directors. Such removal shall be without
prejudice to such person's contract rights, if any, but the appointment of any
person as an officer, agent or employee of the Corporation shall not of itself
create contract rights.
Vacancies. A vacancy in any office, whether arising from death,
resignation, removal or any other cause, may be filled for the unexpired portion
of the term of the office which shall be vacant, in the manner prescribed in
these By-Laws for the regular election or appointment to such office.
Compensation. The compensation of the officers of the Corporation shall be
fixed by the Board of Directors, but this power may be delegated to any officer
in respect of other officers under his or her control.
Bonds or Other Security. If required by the Board, any officer, agent or
employee of the Corporation shall give a bond or other security for the faithful
performance of his or her duties, in such amount and with such surety or
sureties as the Board may require.
President. The President shall be the chief executive officer of the
Corporation. In the absence of the Chairman of the Board (or if there be none),
the President shall preside at all meetings of the stockholders and of the Board
of Directors. He or she shall have, subject to the control of the Board of
Directors, general charge of the business and affairs of the Corporation. He or
she may employ and discharge employees and agents of the Corporation, except
such as shall be appointed by the Board, and he or she may delegate these
powers.
Vice President. Each Vice President shall have such powers and perform
such duties as the Board of Directors or the President from time to time may
prescribe.
Treasurer. The Treasurer shall:
have charge and custody of, and be responsible for, all of the funds
and securities of the Corporation, except those which the Corporation has
placed in the custody of a bank or trust company or member of a national
securities exchange (as that term is defined in the Securities Exchange
Act of 1934, as amended) pursuant to a written
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agreement designating such bank or trust company or member of a national
securities exchange as custodian of the property of the Corporation;
keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation;
cause all moneys and other valuables to be deposited to the credit
of the Corporation;
receive, and give receipts for, moneys due and payable to the
Corporation from any source whatsoever;
disburse the funds of the Corporation and supervise the investment
of its funds as ordered or authorized by the Board, taking proper vouchers
therefor; and
in general, perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to
him or her by the Board or the President.
Secretary. The Secretary shall:
keep or cause to be kept in one or more books provided for the
purpose, the minutes of all meetings of the Board, the committees of the
Board and the stockholders;
see that all notices are duly given in accordance with the
provisions of these By-Laws and as required by law;
be custodian of the records and the seal of the Corporation and
affix and attest the seal to all documents to be executed on behalf of the
Corporation under its seal;
see that the books, reports, statements and other documents and
records required by law to be kept and filed are properly kept and filed;
and
in general, perform all of the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to
him or her by the Board or the President.
Delegation of Duties. In case of the absence of any officer of the
Corporation, or for any other reason that the Board may deem sufficient, the
Board may confer for the time being the powers or duties, or any of them, of
such officer upon any other officer or upon any director.
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Indemnification
General Indemnification. Each officer and director of the Corporation
shall be indemnified by the Corporation to the full extent permitted under the
General Laws of the State of Maryland, except that such indemnity shall not
protect any such person against any liability to the Corporation or any
stockholder thereof to which such person otherwise would be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office. Absent a court
determination that an officer or director seeking indemnification was not liable
on the merits or guilty of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office,
the decision by the Corporation to indemnify such person must be based upon the
reasonable determination of independent legal counsel or the vote of a majority
of a quorum of the directors who are neither "interested persons," as defined in
Section 2(a)(19) of the Investment Company Act, nor parties to the proceeding
("non-party independent directors"), after review of the facts, that such
officer or director is not guilty of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.
Each officer and director of the Corporation claiming indemnification
within the scope of this Article VI shall be entitled to advances from the
Corporation for payment of the reasonable expenses incurred by him or her in
connection with proceedings to which he or she is a party in the manner and to
the full extent permitted under the General Laws of the State of Maryland;
provided, however, that the person seeking indemnification shall provide to the
Corporation a written affirmation of his or her good faith belief that the
standard of conduct necessary for indemnification by the Corporation has been
met and a written undertaking to repay any such advance, if it ultimately should
be determined that the standard of conduct has not been met, and provided
further that at least one of the following additional conditions is met:
the person seeking indemnification shall provide a security in form
and amount acceptable to the Corporation for his or her undertaking;
the Corporation is insured against losses arising by reason of the
advance; or a majority of a quorum of non-party independent
directors, or independent legal
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counsel in a written opinion shall determine, based on a review of
facts readily available to the Corporation at the time the advance
is proposed to be made, that there is reason to believe that the
person seeking indemnification will ultimately be found to be
entitled to indemnification.
The Corporation may purchase insurance on behalf of an officer or director
protecting such person to the full extent permitted under the General Laws of
the State of Maryland, from liability arising from his or her activities as an
officer or director of the Corporation. The Corporation, however, may not
purchase insurance on behalf of any officer or director of the Corporation that
protects or purports to protect such person from liability to the Corporation or
to its stockholders to which such officer or director otherwise would be subject
by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his or her office.
The Corporation may indemnify, make advances or purchase insurance to the
extent provided in this Article VI on behalf of an employee or agent who is not
an officer or director of the Corporation.
Other Rights. The indemnification provided by this Article VI shall not be
deemed exclusive of any other right, in respect of indemnification or otherwise,
to which those seeking such indemnification may be entitled under any insurance
or other agreement, vote of stockholders or disinterested directors or
otherwise, both as to action by a director or officer of the Corporation in his
or her official capacity and as to action by such person in another capacity
while holding such office or position, and 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 person.
Capital Stock
Ownership; Stock Certificates. The Corporation shall establish a record
of the holders of its shares of stock and the number of shares of stock held by
such holders. The Corporation shall
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not issue certificates or certificates representing the number of shares of
stock held by holders of stock of the Corporation and such holders shall not be
entitled to receive certificate or certificates representing the number of
shares of stock.
Books of Account and Record of Stockholders. There shall be kept at the
principal executive office of the Corporation correct and complete books and
records of account of all the business and transactions of the Corporation.
Transfers of Shares. Transfers of shares of stock of the Corporation shall
be made on the stock records of the Corporation only by the registered holder
thereof, or by his or her attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary or with a transfer agent or transfer
clerk upon the payment of all taxes thereon. Except as otherwise provided by
law, the Corporation shall be entitled to recognize the exclusive right of a
person in whose name any share or shares stand on the record of stockholders as
the owner of such share or shares for all purposes, including, without
limitation, the rights to receive dividends or other distributions, and to vote
as such owner, and the Corporation shall not be bound to recognize any equitable
or legal claim to or interest in any such share or shares on the part of any
other person.
Regulations. The Board may make such additional rules and regulations, not
inconsistent with these By-Laws, as it may deem expedient concerning the issue,
transfer and registration of shares of stock of the Corporation. It may appoint,
or authorize any officer or officers to appoint, one or more transfer agents or
one or more transfer clerks and one or more registrars concerning the issue,
transfer and registration of shares of the Corporation.
Fixing of a Record Date for Dividends and Distributions. The Board may
fix, in advance, a date not more than 90 days preceding the date fixed for the
payment of any dividend or the making of any distribution or the allotment of
rights to subscribe for securities of the Corporation, or for the delivery of
evidences of rights or evidences of interests arising out of any change,
conversion or exchange of common stock or other securities, as the record date
for the determination of the stockholders entitled to receive any such dividend,
distribution, allotment, rights or interests, and in such case only the
stockholders of record at the time so fixed shall be entitled to receive such
dividend, distribution, allotment, rights or interests.
Information to Stockholders and Others. Any stockholder of the Corporation
or his or
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her agent may inspect and copy during usual business hours the Corporation's
By-Laws, minutes of the proceedings of its stockholders, annual statements of
its affairs, and voting trust agreements on file at its principal office.
Seal
The seal of the Corporation shall be circular in form and shall bear, in
addition to any other emblem or device approved by the Board of Directors, the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal" and "Maryland". Said seal may be used by causing it or a facsimile thereof
to be impressed or affixed or in any other manner reproduced.
Fiscal Year
The Board of Directors shall have the power from time to time to fix the
fiscal year of the corporation by a duly adopted resolution.
Depositories and Custodians
Depositories. The funds of the Corporation shall be deposited with such
banks or other depositories as the Board of Directors of the Corporation from
time to time may determine.
Custodians. All securities and other investments shall be deposited in the
safekeeping of such banks or other companies as the Board of Directors of the
Corporation from time to time may determine. Every arrangement entered into with
any bank or other company for the safekeeping of the securities and investments
of the Corporation shall contain provisions complying with the Investment
Company Act, and the general rules and regulations thereunder.
Execution of Instruments
Checks, Notes, Drafts, etc. Checks, notes, drafts, acceptances, bills of
exchange and other orders or obligations for the payment of money shall be
signed by such officer or officers or person or persons as the Board of
Directors by resolution from time to time shall designate.
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Sale or Transfer of Securities. Stock certificates, bonds or other
securities at any time owned by the Corporation may be held on behalf of the
Corporation or sold, transferred or otherwise disposed of subject to any limits
imposed by these By-Laws and pursuant to authorization by the Board and, when so
authorized to be held on behalf of the Corporation or sold, transferred or
otherwise disposed of, may be transferred from the name of the Corporation by
the signature of the President or a Vice President or the Treasurer or pursuant
to any procedure approved by the Board of Directors, subject to applicable law.
Independent Public Accountants
The firm of independent public accountants which shall sign or certify the
financial statements of the Corporation which are filed with the Securities and
Exchange Commission shall be selected annually by the Board of Directors and
ratified by the stockholders in accordance with the provisions of the Investment
Company Act.
Annual Statement
The books of account of the Corporation shall be examined by an
independent firm of public accountants at the close of each annual period of the
Corporation and at such other times as may be directed by the Board. A report to
the stockholders based upon each such examination shall be mailed to each
stockholder of record of the Corporation on such date with respect to each
report as may be determined by the Board, at his or her address as the same
appears on the books of the Corporation. Such annual statement also shall be
available at the annual meeting of stockholders and shall be placed on file at
the Corporation's principal office in the State of Maryland, and if no annual
meeting is held pursuant to Article II, Section 1, such annual statement of
affairs shall be placed on file as the Corporation's principal office within 120
days after the end of the Corporation's fiscal year. Each such report shall show
the assets and liabilities of the Corporation as of the close of the period
covered by the report and the securities in which the funds of the Corporation
then were invested. Such report also shall show the Corporation's income and
expenses for the period from the end of the Corporation's preceding fiscal year
to the close of the period covered by the report and any other information
required by
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the Investment Company Act, and shall set forth such other matters as the Board
or such firm of independent public accountants shall determine.
Amendments
These By-Laws or any of them may be amended, altered or repealed by the
affirmative vote of a majority of the Board of Directors. The stockholders shall
have no power to make, amend, alter or repeal By-Laws.
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