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SIGNATURE JOHN HOGAN
TITLE ASSISTANT TREASURER
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This Financial Data Schedule contains summary financial information
extracted from the annual report filed on Form N-SAR and is qualified
in its entirety by reference to such annual report on Form N-SAR.
</LEGEND>
<CIK> 0000810766
<NAME> CSAM INCOME FUND, INC.
<SERIES>
<NAME> CSAM INCOME FUND, INC.
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<EQUALIZATION> 0
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<GROSS-EXPENSE> 2040466
<AVERAGE-NET-ASSETS> 261743923
<PER-SHARE-NAV-BEGIN> 7.77
<PER-SHARE-NII> 0.75
<PER-SHARE-GAIN-APPREC> (0.46)
<PER-SHARE-DIVIDEND> 0
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</TABLE>
CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
Amended and Restated By-Laws
Article I.
Stockholders
Section 1. Place of Meeting. All meetings of the
Stockholders shall be held at the principal office of the
Corporation in the State of Maryland or at such other place
within the United States as may from time to time be designated
by the Board of Directors and stated in the notice of such
meeting.
Section 2. Annual Meetings. The annual meeting of the
Stockholders of the Corporation shall be held during the month of
May of each year on such date and at such hour as may from time
to time be designated by the Board of Directors and stated in the
notice of such meeting, for the purpose of electing Directors for
the ensuing year and for the transaction of such other business
as may properly be brought before the meeting.
Section 3. Special or Extraordinary Meetings. Special
or extraordinary meetings of the Stockholders for any purpose or
purposes may be called by the Chairman of the Board, the
President or a majority of the Board of Directors, and shall be
called by the Secretary upon receipt of the request in writing
signed by Stockholders holding at least a majority of the common
stock issued and outstanding and entitled to vote thereat. Such
request shall state the purpose or purposes of the proposed
meeting. The Secretary shall inform such Stockholders of the
reasonably estimated costs of preparing and mailing such notice
of meeting and upon payment to the Corporation of such costs, the
Secretary shall give notice stating the purpose or purposes of
the meeting as required in this Section 3 to all Stockholders
entitled to notice of such meeting. At any special meeting of the
Stockholders, only such business shall be conducted as shall be
properly brought before the meeting and has been indicated in the
notice of meeting given in accordance with the provisions of
Section 4 of this Article I of these Bylaws. The chairman of the
special meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought
before the meeting or is not a proper subject for the meeting;
any such business shall not be considered or transacted.
Section 4. Notice of Meetings of Stockholders. Not
less than ten days' and not more than ninety days' written or
printed notice of every meeting of Stockholders, stating the time
and place thereof (and the general nature of the business
proposed to be transacted at any special or extraordinary
meeting), shall be given to each stockholder entitled to vote
thereat by leaving the same with such stockholder or at such
stockholder's residence or usual place of business or by mailing
it, postage prepaid, and addressed to such stockholder at such
Stockholders' address as it appears upon the books of the
Corporation. If mailed, notice shall be deemed to be given when
deposited in the United States mail addressed to the stockholder
as aforesaid.
No notice of the time, place or purpose of any meeting
of Stockholders need be given to any stockholder who attends in
person or by proxy or to any stockholder who, in writing executed
and filed with the records of the meeting, either before or after
the holding thereof, waives such notice.
Section 5. Notice of Stockholder Business at Annual
Meetings. (a) At any annual meeting of the Stockholders, only
such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an
annual meeting, the business must (i) be specified in the notice
of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (ii) otherwise be properly
brought before the meeting by or at the direction of the Board of
Directors, or (iii) otherwise (x) be properly brought before the
meeting by a Stockholder who is entitled to vote at the meeting,
who complies with the notice procedures set forth in this Section
5 and who is a Stockholder of record at the time such notice is
delivered to the Secretary of the Corporation, and (y) constitute
a proper subject to be brought before the meeting.
(b) For business to be properly brought before an
annual meeting by a Stockholder, the Stockholders must have given
timely notice thereof in writing to the Secretary of the
Corporation. To be timely, such notice must be delivered to or
mailed and received at the principal executive offices of the
Corporation not later than 45 days before the date in the then
current year corresponding to the date on which the Corporation
first mailed its proxy materials for the annual meeting held in
the prior year; provided, however, that in the event that the
date of the annual meeting is advanced or delayed by more than 30
days from the first anniversary of the preceding year's annual
meeting, notice by such Stockholder to be timely must be so
received not later than the close of business on the 10th day
following the day on which notice or public announcement of the
date of such meeting was given or made. In no event shall the
public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a Stockholder's
notice as described above.
(c) Any such notice by a Stockholder shall set forth as
to each matter the 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
address, as they appear on the Corporation's books, of the
Stockholder proposing such business, (iii) the class and number
of shares of the capital stock of the Corporation which are
beneficially owned by the Stockholder, (iv) a representation that
the Stockholder is a holder of record of shares of the
Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to present such
business, (v) whether the Stockholder intends or is part of a
group which intends to solicit proxies from other Stockholders in
support of such business, and (vi) any material interest of the
Stockholder in such business.
(d) Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at any annual meeting
except in accordance with the procedures set forth in this
Section 5. The chairman of the annual meeting shall, if the
facts warrant, determine and declare to the meeting that (i) the
business proposed to be brought before the meeting is not a
proper subject thereof and/or (ii) such business was not properly
brought before the meeting in accordance with the provisions of
this Section 5, and, if he should so determine, he shall so
declare to the meeting that any such business shall not be
considered or transacted.
(e) For purpose of Article I, Section 5 and Article
II, Section 2 of these Bylaws, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News
Service, Bloomberg or comparable news service or in a document
publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934 or the Investment Company Act of 1940, as amended.
Section 6. Record Dates. The Board of Directors may
fix, in advance, a date not exceeding ninety days preceding the
date of any meeting of Stockholders, any dividend payment date or
any date for the allotment of rights, as a record date for the
determination of the Stockholders entitled to notice of and to
vote at such meeting or entitled to receive such dividends or
rights, as the case may be; and only Stockholders of record on
such date shall be entitled to notice of and to vote at such
meeting or to receive such dividends or rights, as the case may
be. In the case of a meeting of Stockholders, such date shall
not be less than ten days prior to the date fixed for such
meeting.
Section 7. Quorum, Adjournment of Meetings. The
presence in person or by proxy of the holders of record of a
majority of the shares of common stock of the Corporation issued
and outstanding and entitled to vote thereat shall constitute a
quorum at all meetings of the Stockholders except as otherwise
provided by statute, by the Articles of Incorporation or by these
Bylaws. If, however, such quorum shall not be present or
represented at any meeting of the Stockholders, the holders of a
majority of the stock present in person or by proxy shall have
power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, to a date not more than
120 days after the original record date, until the requisite
amount of stock entitled to vote at such meeting shall be
present. At such adjourned meeting at which the requisite amount
of stock entitled to vote thereat shall be represented any
business may be transacted which might have been transacted at
the meeting as originally notified.
Section 8. Voting and Inspectors. At all meetings,
Stockholders of record entitled to vote thereat shall have one
vote for each share of common stock standing in his name on the
books of the Corporation (and such Stockholders of record holding
fractional shares, if any, shall have proportionate voting
rights) on the date for the determination of Stockholders
entitled to vote at such meeting, either in person or by proxy.
All questions shall be decided by a majority of the
votes cast at a duly constituted meeting (except for all
elections which shall be by a plurality of votes cast), unless
the question is one upon which, by express provisions of
applicable statutes, of the Articles of Incorporation or of these
Bylaws, a different vote is required, in which case such express
provisions shall govern and control the decision of such
question.
At any election of Directors, the Chairman of the
meeting may, and upon the request of the holders of ten percent
(10%) of the stock entitled to vote at such election shall,
appoint one or more inspectors of election who shall first
subscribe an oath or affirmation to execute faithfully the duties
of inspectors at such election with strict impartiality and
according to the best of their ability, and shall after the
election make a certificate of the result of the vote taken. No
candidate for the office of Director shall be appointed such
Inspector.
Section 9. Proxies. Any stockholder entitled to vote
at any meeting of Stockholders may vote either in person or by
proxy. Unless a proxy provides otherwise, it is not valid more
than eleven months after its date. Every proxy shall be in
writing and signed by the stockholder or his authorized agent. A
copy, facsimile transmission or other reproduction of a writing
or transmission may be substituted for the original writing or
transmission for any purpose for which the original writing or
transmission could be used. Every proxy shall be dated, but need
not be sealed, witnessed or acknowledged. Every proxy shall be
revocable at the pleasure of the person executing it or of his
personal representatives or assigns. All proxies shall be
delivered to the Secretary of the Corporation, or to the person
acting as Secretary of the Meeting being voted. 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 a specific written notice
to the contrary from any one of them. A proxy purporting to be
executed by or on behalf of a stockholder shall be valid unless
challenged at or prior to its exercise;
Section 10. Conduct of Stockholders' Meetings. The
meetings of the Stockholders shall be presided over by the
Chairman of the Board, or if he is not present, by the President,
or if he is not present, by a Vice-President, or if none of them
is present, by a Chairman to be elected at the meeting. The
Secretary of the Corporation, if present, shall act as a
Secretary of such meetings, or if he is not present, an Assistant
Secretary shall so act; if neither the Secretary nor the
Assistant Secretary is present, then the meeting shall elect its
Secretary.
The Board of Directors of the Corporation shall be
entitled to make such rules or regulations for the conduct of
meetings of Stockholders as it shall deem necessary, appropriate
or convenient. Subject to such rules and regulations of the
Board of Directors, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations
and procedures and to do all such acts as, in the judgment of
such chairman, are necessary, appropriate or convenient for the
proper conduct of the meeting, including, without limitation,
establishing an order of business for the meeting, rules and
procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to
Stockholders of record of the Corporation and their duly
authorized and constituted proxies, and such other persons as the
chairman shall permit, limitations on the time allotted to
questions or comments by participants and regulation of the
opening and closing of the polls for balloting and matters which
are to be voted on by ballot.
Section 11. Concerning Validity of Proxies, Ballots,
etc. At every meeting of the Stockholders, all proxies shall be
received and taken in charge of and all ballots shall be received
and canvassed by the Secretary of the meeting, who shall decide
all questions touching the qualification of voters, the validity
of the proxies and the acceptance or rejection of votes, unless
inspectors of election shall have been appointed by the Chairman
of the meeting, in which event such inspectors of election shall
decide all such questions.
Section 12. Action without Meeting. Any action to be
taken by Stockholders may be taken without a meeting if (1) all
Stockholders entitled to vote on the matter consent to the action
in writing, (2) 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 (3) said 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.
Article II.
Board of Directors
Section 1. Number and Tenure of Office. The business
and affairs of the Corporation shall be conducted and managed by
a Board of Directors of not less than three nor more than four
Directors; provided that if there are less than three
stockholders the number of Directors may be less than three but
not less than the number of stockholders or one, if less.
Directors need not be Stockholders.
Section 2. Director Nominations. (a) Only persons
who are nominated in accordance with the procedures set forth in
this Section 2 shall be eligible for election or re-election as
Directors. Nominations of persons for election or re-election to
the Board of Directors of the Corporation may be made at an
annual meeting of Stockholders or at a special meeting of
Stockholders as to which the Corporation's notice of the meeting
provides for election of Directors, by or at the direction of the
Board of Directors or by any Stockholder of the Corporation who
is entitled to vote for the election of such nominee at the
meeting, who complies with the notice procedures set forth in
this Section 2 and who is a Stockholder of record at the time
such notice is delivered to the Secretary of the Corporation.
(b) Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant
to timely notice delivered in writing to the Secretary of the
Corporation. To be timely, (i) any notice of nomination(s) by a
Stockholder given in connection with an annual meeting must be
delivered to or mailed and received at the principal executive
offices of the Corporation not later than 45 days before the date
in the then current year corresponding to the date on which the
Corporation first mailed its notice and proxy materials for the
annual meeting held in the prior year; provided, however, that in
the event that the date of the annual meeting is advanced or
delayed by more than 30 days from the first anniversary of the
preceding year's annual meeting, notice by such Stockholder to be
timely must be so received not later than the close of business
on the 10th day following the day on which notice or public
announcement of the date of such meeting was given or made, and
(ii) any notice of nomination(s) given in connection with a
special meeting as to which the Corporation's notice of the
meeting provides for election of Directors must be delivered to
or mailed and received at the principal executive offices of the
Corporation not later than 60 days prior to the date of the
meeting; provided, however, that if less than 70 days' notice or
prior public disclosure of the date of such special meeting is
given or made to Stockholders, any such notice by a Stockholder
to be timely must be so received not later than the close of
business on the 10th day following the day on which notice of the
date of such special meeting was given or such public disclosure
was made. In no event shall the public announcement of an
adjournment of a meeting commence a new time period for the
giving of a Stockholder's notice of nomination(s) as described
above.
(c) Any such notice by a Stockholder shall set forth
(i) as to each person whom the Stockholder proposes to nominate
for election or re-election as a Director, (A) the name, age,
business address and residence address of such person, (B) the
principal occupation or employment of such person, (C) the class
and number of shares of the capital stock of the Corporation
which are beneficially owned by such person and (D) any other
information relating to such person that is required to be
disclosed in solicitations of proxies for the election of
Directors pursuant to Regulation 14A under the Securities
Exchange Act of 1934 or any successor regulation thereto
(including without limitation such person's written consent to
being named in the proxy statement as a nominee and to serving as
a Director if elected and whether any person intends to seek
reimbursement from the Corporation of the expenses of any
solicitation of proxies should such person be elected a Director
of the Corporation); and (ii) as to the Stockholder giving the
notice (A) the name and address, as they appear on the
Corporation's books, of such Stockholder, (B) the class and
number of shares of the capital stock of the Corporation which
are beneficially owned by such Stockholder, (C) a representation
that the Stockholder is a holder of record of shares of the
Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to present such
nomination(s) and (D) whether the Stockholder intends or is part
of a group which intends to solicit proxies from other
Stockholders in support of such nomination(s). At the request of
the Board of Directors any person nominated by the Board of
Directors for election as a Director shall furnish to the
Secretary of the Corporation that information required to be set
forth in a Stockholder's notice of nomination which pertains to
the nominee.
(d) If a notice by a Stockholder is required to be
given pursuant to this Section 2, no person shall be entitled to
receive reimbursement from the Corporation of the expenses of a
solicitation of proxies for the election as a Director of a
person named in such notice unless such notice states that such
reimbursement will be sought from the Corporation and the Board
of Directors approves such reimbursement. The chairman of the
meeting shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the
procedures prescribed by the Bylaws, and, if he should so
determine, he shall so declare to the meeting and the defective
nomination shall be disregarded for all purposes.
Section 3. Vacancies. In case of any vacancy in the
Board of Directors through death, resignation or other cause,
other than an increase in the number of Directors, a majority of
the remaining Directors, although a majority is less than a
quorum, by an affirmative vote, may elect a successor to hold
office until the next annual meeting of Stockholders or until his
successor is chosen and qualifies.
Section 4. Increase or Decrease in Number of
Directors. The Board of Directors, by the vote of a majority of
the entire Board, may increase the number of Directors and may
elect Directors to fill the vacancies created by any such
increase in the number of Directors until the next annual meeting
or until their successors are duly chosen and qualified. The
Board of Directors, by the vote of a majority of the entire
Board, may likewise decrease the number of Directors to a number
not less than three.
Section 5. Place of Meeting. The Directors may hold
their meetings, have one or more offices, and keep the books of
the Corporation, outside the State of Maryland, at any office or
offices of the Corporation or at any other place as they may from
time to time by resolution determine, or in the case of meetings,
as they may from time to time by resolution determine or as shall
be specified or fixed in the respective notices or waivers of
notice thereof.
Section 6. Regular Meetings. Regular meetings of the
Board of Directors shall be held at such time and on such notice
as the Directors may from time to time determine.
The annual meeting of the Board of Directors shall be
held as soon as practicable after the annual meeting of the
Stockholders for the election of Directors.
Section 7. Special Meetings; Waiver of Notice.
Special meetings of the Board of Directors may be held from time
to time upon call of the Chairman of the Board, and must be held
upon call of the Secretary on the written request of a majority
of the Directors, by oral or telegraphic or written notice duly
served on or sent or mailed to each Director not less than one
day before such meeting. No notice need be given to any Director
who attends in person or to any Director who, in writing executed
and filed with the records of the meeting either before or after
the holding thereof, waives such notice. Such notice or waiver
of notice need not state the purpose or purposes of such meeting.
Section 8. Quorum. One-third of the Directors then in
office shall constitute a quorum for the transaction of business,
provided that a quorum shall in no case be less than two
Directors. If at any meeting of the Board there shall be less
than a quorum present, a majority of those present may adjourn
the meeting from time to time until a quorum shall have been
obtained. The act of the majority of the Directors present at
any meeting at which there is a quorum shall be the act of the
Directors, except as may be otherwise specifically provided by
statute or by the Articles of Incorporation or by these By-Laws.
Section 9. Executive Committee. The Board of
Directors may, by the affirmative vote of a majority of the whole
Board, appoint from the Directors an Executive Committee to
consist of one or more Directors as the Board may from time to
time determine. The Chairman of the Committee shall be elected
by the Board of Directors. The Board of Directors by such
affirmative vote shall have power at any time to change the
members of such Committee and may fill vacancies in the Committee
by election from the Directors. When the Board of Directors is
not in session, to the extent permitted by law the Executive
Committee shall have and may exercise any or all of the powers of
the Board of Directors in the management of the business and
affairs of the Corporation. The Executive Committee may fix its
own rules of procedure, and may meet when and as provided by such
rules or by resolution of the Board of Directors, but the
presence of a majority shall be necessary to constitute a quorum
if the Executive Committee has more than two members. During the
absence of a member of the Executive Committee, the remaining
members, whether or not they constitute a quorum, may appoint a
member of the Board of Directors to act in his place.
Section 10. Audit Committee. There shall be an Audit
Committee of two or more Directors who are not "interested
persons" of the Corporation (as defined in the Investment Company
Act of 1940, as amended) appointed by the Board who may meet at
stated times or on notice to all by any of their own number. The
Committee's duties shall include reviewing both the audit and
other work of the Corporation's independent accountants,
recommending to the Board of Directors the independent
accountants to be retained, and reviewing generally the
maintenance and safekeeping of the Corporation's records and
documents.
Section 11. Other Committees. The Board of Directors,
by the affirmative vote of a majority of the whole Board, may
appoint from the Directors other committees which shall in each
case consist of one or more Directors and shall have and may
exercise such powers as the Board may determine in the resolution
appointing them. A majority of all the members of any such
committee which has more than two members may determine its
action and fix the time and place of its meetings, unless the
Board of Directors shall otherwise provide. The Board of
Directors shall have power at any time to change the members and
powers of any such committee, to fill vacancies and to discharge
any such committee.
Section 12. Telephone Meetings. Members of the Board
of Directors or a committee of the Board of Directors may
participate in a meeting by means of a conference telephone or
similar communications equipment if all persons participating in
the meeting can hear each other at the same time. Participation
in a meeting by these means constitutes presence in person at the
meeting, except that for purposes of actions required to be made
"in person" by the Investment Company Act of 1940, participation
by such means shall not constitute "in person" participation.
Section 13. Action Without a Meeting. Any action
required or permitted to be taken at any meeting of the Board of
Directors or 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 the
proceedings of the Board or such committee.
Section 14. Compensation of Directors. No Director
shall receive any stated salary or fees from the Corporation for
his services as such if such Director is, otherwise than by
reason of being such Director, an interested person (as such term
is defined by the Investment Company Act of 1940, as amended) of
the Corporation or of its investment manager or principal
underwriter. Except as provided in the preceding sentence,
Directors shall be entitled to receive such compensation from the
Corporation for their services as may from time to time be voted
by the Board of Directors.
Article III.
Officers
Section 1. Executive Officers. The executive officers
of the Corporation shall be chosen by the Board of Directors as
soon as may be practicable after the annual meeting of the
Stockholders. These may include a Chairman of the Board of
Directors (who shall be a Director) and shall include a President
(who shall be a Director), one or more Vice-Presidents (the
number thereof to be determined by the Board of Directors), a
Secretary and a Treasurer. The Board of Directors or the
Executive Committee may also in its discretion appoint Assistant
Secretaries, Assistant Treasurers and other officers, agents and
employees, who shall have such authority and perform such duties
as the Board or the Executive Committee may determine. The Board
of Directors may fill any vacancy which may occur in any office.
Any two offices, except those of President and Vice-President,
may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity,
if such instrument is required by law or these By-Laws to be
executed, acknowledged or verified by two or more officers.
Section 2. Term of Office. The term of office of all
officers shall be one year and until their respective successors
are chosen and qualified. Any officer may be removed from office
at any time with or without cause by the vote of a majority of
the whole Board of Directors. Any officer may resign his office
at any time by delivering a written resignation to the Board of
Directors, the President, the Secretary, or any Assistant
Secretary, unless otherwise specified therein, such resignation
shall take effect upon delivery.
Section 3. Powers and Duties. The officers of the
Corporation shall have such powers and duties as generally
pertain to their respective offices, as well as such powers and
duties as may from time to time be conferred by the Board of
Directors or the Executive Committee.
Section 4. 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 the
Investment Company Act of 1940, as amended, and the rules and
regulations of the Securities and Exchange Commission) 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 duties to the Corporation, including
responsibility for negligence and for the accounting of any of
the Corporation's property, fund or securities that may come into
his hands.
Article IV.
Capital Stock
Section 1. Certificates for Shares. Each stockholder
of the Corporation shall be entitled to a certificate or
certificates for the full shares of stock of the Corporation
owned by him in such form as the Board may from time to time
prescribe.
Section 2. Transfer of Shares. Shares of the
Corporation shall be transferable on the books of the Corporation
by the holder thereof in person or by his duly authorized
attorney or legal representative, upon surrender and cancellation
of certificates, if any, for the same number of shares, duly
endorsed or accompanied by proper instruments of assignment and
transfer, with such proof of the authenticity of the signature as
the Corporation or its agents may reasonably require; in the case
of shares not represented by certificates, the same or similar
requirements may be imposed by the Board of Directors.
Section 3. Stock Ledgers. The stock ledgers of the
Corporation, containing the names and addresses of the
Stockholders and the number of shares held by them respectively,
shall be kept at the principal offices of the Corporation or, if
the Corporation employs a Transfer Agent, at the offices of the
Transfer Agent of the Corporation.
Section 4. Transfer Agents and Registrars. The Board
of Directors may from time to time appoint or remove transfer
agents and/or registrars of transfers of 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 (if any), or by both if
such transfer agents or registrars are not the same person, and
shall not be valid unless the certificates are so countersigned.
If the same person shall be both transfer agent and registrar,
only on countersignature by such person shall be required.
Section 5. Lost, Stolen or Destroyed Certificates.
The Board of Directors or the Executive Committee may determine
the conditions upon which a new certificate of stock of the
Corporation or any class may be issued in place of a certificate
which is alleged to have been lost, stolen or destroyed; and may,
in its discretion, require the owner of such certificate or such
owner's legal representative to give bond, with sufficient
surety, to the Corporation and each Transfer Agent, if any, to
indemnify it and each such Transfer Agent against any and all
loss or claims which may arise by reason of the issue of a new
certificate in the place of the one so lost, stolen or destroyed.
Section 6. Discount from Net Asset Value. If, for a
fiscal quarter during or after the fifth year following the first
effective date of the Corporation's Registration Statement on
Form N-2, the average discount from net asset value at which
shares of the Corporation's Common Stock have traded is in the
determination of the Board of Directors, substantial, the Board
of Directors of the Corporation will consider, at its next
regularly scheduled quarterly meeting, taking actions designed to
eliminate the discount, including periodic repurchases of shares
or amendments to the Corporation's Articles of Incorporation to
convert the Corporation to an open-end investment company.
Article V.
Corporate Seal
The Board of Directors may provide for a suitable
corporate seal, in such form and bearing such inscriptions as it
may determine.
Article VI.
Fiscal Year and Accountant
Section 1. Fiscal Year. The fiscal year of the
Corporation, unless otherwise ordered by the Board of Directors,
shall begin on the first day of January and shall end on the last
day of December in each year.
Section 2. Accountant. The Corporation shall employ
an independent public accountant or a firm of independent public
accountants as its Accountants to examine the accounts of the
Corporation and to sign and certify financial statements filed by
the Corporation. The employment of the Accountant shall be
conditioned upon the right of the Corporation to terminate the
employment forthwith without any penalty by vote of a majority of
the outstanding voting securities at any Stockholders' meeting
called for that purpose.
Article VII.
Indemnification
The Corporation shall indemnify its Directors and
officers against judgments, fines, settlements and expenses to
the fullest extent authorized and in the manner permitted, by
applicable federal and state law and the Articles of
Incorporation of the Corporation.
Article VIII.
Custodian
Section 1. Designation of Custodian, Subcustodians.
The Corporation shall have as custodian or custodians one or more
trust companies or banks of good standing, each having a capital,
surplus and undivided profits aggregating not less than fifty
million dollars ($50,000,000), and, to the extent required by the
Investment Company Act of 1940, as amended, the funds and
securities held by the Corporation shall be kept in the custody
of one or more such custodians, provided such custodian or
custodians can be found ready and willing to act, and further
provided that the Corporation may use as subcustodians, for the
purpose of holding any foreign securities and related funds of
the Corporation, such foreign banks as the Board of Directors may
approve and as shall be permitted by law.
Section 2. Termination of Custodian. The Corporation
shall upon the resignation or inability to serve of its custodian
or upon change of the custodian:
(i) in case of such resignation or inability to serve,
use its best efforts to obtain a successor custodian;
(ii) require that the cash and securities owned by the
Corporation be delivered directly to the successor
custodian; and
(iii) in the event that no successor custodian can be
found, submit to the Stockholders before permitting delivery
of the cash and securities owned by the Corporation
otherwise than to a successor custodian, the question
whether or not this Corporation shall be liquidated or shall
function without a custodian.
Article IX.
Amendment of By-Laws
The Board of Directors, by affirmative vote of a
majority thereof, shall have the exclusive right to make, amend,
alter and repeal the Bylaws of the Corporation, at any regular or
special meeting, the notice or waiver of notice of which shall
have specified or summarized the proposed amendment, alteration,
repeal or new Bylaw, except as otherwise required by the
Investment Company Act of 1940, as amended.
As of November 8, 1999.
0171180.05
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0171180.05
