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EXHIBIT (b)
BY-LAWS
OF
AHA INVESTMENT FUNDS, INC.
ARTICLE I
OFFICES
SECTION 1.1. PRINCIPAL OFFICE. The principal office of the Corporation in
the State of Maryland shall be in the City of Baltimore.
SECTION 1.2. OTHER OFFICES. In addition to its principal office in the
State of Maryland, the Corporation may have an office or offices in the Village
of Lincolnshire, State of Illinois, and at such other places as the Board of
Directors may from time to time designate or the business of the Corporation
may require.
ARTICLE II
STOCKHOLDERS' MEETINGS
SECTION 2.1. PLACE OF MEETINGS. Meetings of stockholders shall be held at
such place, within or without the State of Maryland, as may be designated from
time to time by the Board of Directors.
SECTION 2.2. ANNUAL MEETINGS. Annual or other meetings of the stockholders,
unless required by the Investment Company Act of 1940, as amended, or the
Maryland General Corporation Law shall not be required to be held but may, in
the discretion of the Directors, be held notwithstanding the absence of a
requirement under the Investment Company Act of 1940, as amended, or the
Maryland General Corporation Law to hold such a meeting.
SECTION 2.3. SPECIAL MEETINGS. Special meetings of stockholders of the
Corporation shall be held whenever called by the Board of Directors or the
President of the Corporation. Special meetings of stockholders shall also be
called by the Secretary upon the written request of the holders of shares
entitled to vote not less than twenty-five
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percent (25%) of all the votes entitled to be cast at such meeting. Such
request shall state the purpose or purposes of such meeting and the matters
proposed to be acted on thereat. The Secretary shall inform such stockholders
of the reasonable estimated cost of preparing and mailing such notice of the
meeting, and upon payment to the Corporation of such costs, the Secretary
shall give notice stating the purpose or purposes of the meeting to all
entitled to a vote at such meeting. Unless requested by stockholders entitled
to cast a majority of all the votes entitled to be cast at the meeting, a
special meeting need not be called to consider any matter which is
substantially the same as a matter voted upon at any special meeting of
stockholders held during the preceding twelve months.
SECTION 2.4. NOTICE OF MEETINGS. Written or printed notice of every
stockholders' meeting stating the place, date and time, and in the case of a
special meeting the purpose or purposes thereof, shall be given by the
Secretary not less than ten (10) nor more than ninety (90) days before such
meeting to each stockholder entitled to vote at such meeting, either by mail
or by presenting it to him personally, or by leaving it at his residence or
usual place of business. If mailed, such notice shall be deemed to be given
when deposited in the United Sates mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.
SECTION 2.5. QUORUM AND ADJOURNMENT OF MEETINGS. Except as otherwise
provided by law, by the Charter of the Corporation, or by these By-Laws, at
all meetings of stockholders the holders of a majority of the shares issued
and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite and shall constitute a quorum for
the transaction of business. In the absence of a quorum, the stockholders
present or represented by proxy and entitled to vote thereat shall have power
to adjourn the meeting from time to time (but in no event to a date more than
120 days after the original record date) without notice other than
announcement at the meeting, until a quorum shall be present. At any
adjourned meeting at which a quorum shall be present, any business may be
transacted if the meeting had been held as originally called.
SECTION 2.6. VOTING RIGHTS, PROXIES. At each meeting of the stockholders at
which a quorum is present,
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each holder of record of stock entitled to vote thereat shall be entitled to
one vote (with fractional votes for fractional shares) in person or by proxy,
executed in writing by the stockholder or his duly authorized attorney-in-fact,
for each share of stock of the Corporation entitled to vote so registered in his
name on the books of the Corporation on the date fixed as the record date for
the determination of stockholders entitled to vote at such meeting. In all
elections of directors, each share of stock may be voted once for each
individual to be elected and for whose election such share is entitled to be
voted. No proxy shall be valid after eleven months from its date, unless
otherwise provided in the proxy. At all meetings of stockholders, unless the
voting is conducted by inspectors, all questions relating to the qualification
of voters and the validity of proxies and the acceptance or rejection of votes
shall be decided by the chairman of the meeting.
SECTION 2.7. VOTE REQUIRED. Except as otherwise provided by law, by the
Charter of the Corporation, or by these By-laws, at each meeting of
stockholders at which a quorum is present, all matters shall be decided by a
majority of the votes cast by the stockholders present in person or represented
by proxy and entitled to vote with respect to any such matter.
SECTION 2.8. INSPECTORS OF ELECTION. In advance of any meeting of
stockholders, the Directors may appoint Inspectors of Election to act at the
meeting or any adjournment thereof. If Inspectors of Election are not so
appointed, the chairman of any meeting of stockholders may, and on the
request of any stockholder of his proxy shall, appoint Inspectors of Election
of the meeting. In case any person appointed as Inspector fails to appear or
fails or refuses to act, the vacancy may be filled by appointment made by the
Directors in advance of the convening of the meeting or at the meeting by the
person acting as chairman. The Inspectors of election shall determine the
number of shares of stock outstanding, the shares of stock represented at the
meeting, the existence of a quorum, the authenticity, validity and effect of
proxies, shall receive votes, ballots or consents, shall hear and determine
all challenges and questions in any way arising in connection with the right
to vote, shall count and tabulate all votes or consents, determine the
results, and do such other acts as may be proper to conduct the election or
vote with fairness to all stockholders. On request of the chairman of the
meeting or of any stockholder or his proxy, the Inspectors of Election shall
make a report in writing of any challenge or question or matter determined by
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them and shall execute a certificate of any facts found by them.
SECTION 2.9. ACTION BY STOCKHOLDERS WITHOUT MEETING. Except as
otherwise provided by law, the provisions of these By-Laws relating to
notices and meetings to the contrary notwithstanding, any action required or
permitted to be taken at any meeting of stockholders may be taken without a
meeting if a consent in writing setting forth the action shall be signed by
all the stockholders entitled to vote upon the action and such consent shall
be filed with the records of the Corporation.
ARTICLE III
DIRECTORS
SECTION 3.1. NUMBER AND TERM. The Board of Directors shall consist
of not less than three (3) and not more than fifteen (15) directors, the
number of directors to be fixed from time to time within the above-specified
limits by the affirmative vote of a majority of the whole Board of Directors.
At the first meeting of stockholders and at each meeting thereafter called
for the purpose of electing directors, the stockholders shall elect directors
to hold office until their successors are elected and qualify. Directors need
not be stockholders of the Corporation.
SECTION 3.2. POWERS. The business of the Corporation shall be managed
by the Board of Directors which may exercise all powers of the Corporation and
do all lawful acts and things which are not by law or by the Charter of the
Corporation, or by these By-Laws, directed or required to be exercised or done
exclusively by the stockholders.
SECTION 3.3. ORGANIZATIONAL MEETINGS. The first meeting of each newly
elected Board of Directors for the purposes of organization and the election of
officers and otherwise shall be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
directors.
SECTION 3.4. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held at such time and place as shall be determined from time to
time by the Board of Directors without further notice.
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SECTION 3.5. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called at any time by the President and shall be called by such
President or the Secretary upon the written request of any two (2) directors.
SECTION 3.6. NOTICE OF SPECIAL MEETINGS. Written notice of special
meetings of the Board of Directors, stating the place, date and time thereof,
shall be given not less than two (2) days before such meeting to each director,
personally, by telegram, by mail, or by leaving such notice at his place of
residence or usual place of business. If mailed, such notice shall be deemed to
be given when deposited in the United States mail, postage prepaid, directed to
the director at his address as it appears on the records of the Corporation.
SECTION 3.7. TELEPHONE MEETINGS. Any member or members of the Board
of Directors or of any committee designated by the Board, may participate in
a meeting of the Board, or any such committee, as the case may be, 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. This Section 3.7 shall not be applicable to meetings held for
the purpose of voting in respect of approval of contracts or agreements
whereby a person undertakes to serve or act as investment adviser of, or
principal underwriter for, the Corporation, or in respect of other matters as
to which the Investment Company Act of 1940 requires a vote cast in person.
SECTION 3.8. QUORUM, VOTING AND ADJOURNMENT OF MEETINGS. At all
meetings of the Board of Directors, a majority of the whole Board shall be
requisite to and shall constitute a quorum for the transaction of business. If a
quorum is present, the affirmative vote of a majority of the directors present
shall be the act of the Board of Directors, unless the concurrence of a greater
proportion is expressly required for such action by law, the Charter of the
Corporation or these By-Laws. If at any meeting of the Board there be less than
a quorum present, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting until a
quorum shall have been obtained.
SECTION 3.9. REMOVAL. Any one or more of the directors may be
removed, either with or without cause, at any time, by the affirmative vote
of the stockholders holding a majority of the outstanding shares entitled to
vote for the election of directors. The successor or successors of any
director or directors so removed may be elected by the
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stockholders entitled to vote thereon at the same meeting to fill any resulting
vacancies for the unexpired term of removed directors. Except as provided by
law, pending, or in the absence of, such an election, the successor or
successors of any director or directors so removed may be chosen by the Board of
Directors.
SECTION 3.10. VACANCIES. Except as otherwise provided by law, any
vacancy occurring in the Board of Directors and newly created directorships
resulting from an increase in the authorized number of directors may be filled
by the vote of a majority of the directors then in office or, if only one
director shall then be in office, by such director. A director elected by the
Board of Directors to fill a vacancy shall be elected to hold office until the
next annual meeting of stockholders or until his successor is elected and
qualifies.
SECTION 3.11. ACTION BY DIRECTORS WITHOUT MEETING. The provisions of
these By-Laws covering notices and meetings to the contrary notwithstanding, and
except as required by law, any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting if a consent in
writing setting forth the action shall be signed by all of the directors
entitled to vote upon the action and such written consent is filed with the
minutes of proceedings of the Board of Directors.
SECTION 3.12. EXPENSES AND FEES. Each director may be allowed
expenses, if any, for attendance at each regular or special meeting of the Board
of Directors and shall receive for services rendered as a director of the
Corporation such compensation as may be fixed by the Board of Directors. Nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
SECTION 3.13. EXECUTION OF INSTRUMENTS AND DOCUMENTS AND SIGNING OF
CHECKS AND OTHER OBLIGATIONS AND TRANSFERS. All instruments, documents and other
papers shall be executed in the name and on behalf of the Corporation and all
checks, notes, drafts and other obligations for the payment of money by the
Corporation shall be signed, and all transfer of securities standing in the name
of the Corporation shall be executed, by the President, any Vice President or
the Treasurer or by any one or more officers or agents of the Corporation as
shall be designated for that purpose by vote of the Board of Directors.
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SECTION 3.14. CONTRACTS. The Corporation may enter into one or more
contracts appointing Hewitt Associates to provide certain services to the
Corporation, and may otherwise do business with Hewitt Associates, and in the
absence of fraud, the Corporation and Hewitt Associates may deal freely with
each other, and neither such contract appointing Hewitt Associates nor any
other contract or transaction between the Corporation and Hewitt Associates
shall be invalidated or in anywise affected thereby, nor shall any director
or officer of the Corporation by reason thereof be liable to the Corporation
or to any stockholder or creditor of the Corporation or to any other person,
for any loss incurred under or by reason of any such contract or transaction.
For purposes of this paragraph, any reference to Hewitt Associates shall be
deemed to include said company and any parent, subsidiary or affiliate of
said company and any successor (by merger, consideration or otherwise) to
said company or any such parent, subsidiary or affiliate.
SECTION 3.15. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS. (a) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal administrative, or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent
of the Corporation. The indemnification shall be against expenses, including
attorneys' fees, judgments, fines, and amounts paid in settlement, actually
and reasonably incurred by him in connection with the action, suit, or
proceeding, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo certendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interest of the Corporation,
and, with respect to any criminal action or proceeding, had reasonable cause
to believe that his conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
complete action or suit by or on behalf of the Corporation to obtain a
judgment or decree in
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its favor by reason of the fact that he is or was a director, officer,
employee, or agent of the Corporation. The indemnification shall be against
expenses, including attorneys' fees actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which the person has been adjudged to be liable for negligence or misconduct
in the performance of his duty to the Corporation, except to the extent that
the court in which the action or suit was brought, or a court of equity in
the county in which the Corporation has its principal office, determines upon
application that, despite the adjudication of liability but in view of all
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for those expenses which the court shall deem proper, provided such
director or officer is not adjudged to be liable by reason of his willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
(c) To the extent that a director, officer, employee, or agent of
the Corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsection (a) or (b) or in
defense of any claim, issue, or matter therein, he shall be indemnified
against expenses, including attorneys' fees, actually and reasonable incurred
by him in connection therewith.
(d) (1) Unless a court orders otherwise, any indemnification under
subsections (a) or (b) of this section may be made by the Corporation only as
authorized in the specific case after a determination that indemnification of
the director, officer, employee, or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) or (b).
(2) The determination shall be made:
(i) By the Board of Directors, by a majority vote
of a quorum which consists of directors who were not parties to the action,
suit or proceeding; or
(ii) If the required quorum is not obtainable, or if
a quorum of disinterested directors so directs, by independent legal counsel
in a written opinion; or
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(iii) By the stockholders.
(3) Notwithstanding the provisions of paragraphs (1) and (2)
of this subsection (d), no person shall be entitled to indemnification for
any liability, whether or not there is an adjudication of liability, arising
by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of duties as described in section 17(h) and (i) of the Investment
Company Act of 1940, as amended ("disabling conduct"). A person shall be
deemed not liable by reason of disabling conduct if, either:
(i) a final decision on the merits is made 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, is made by either --
(A) a majority of a quorum of directors who
are neither "interested persons" of the Corporation, as defined in section
2(a)(19) of the Investment Company Act of 1940, as amended nor parties to the
action suit or proceeding, or
(B) an independent legal counsel in a written
opinion.
(e) Expenses, including attorneys' fees, incurred by a
director, officer, employee or agent of the Corporation in defending a civil
or criminal action, suit or proceeding may be paid by the Corporation in
advance of the final disposition thereof if:
(1) authorized in the specific case by the Board of
Directors; and
(2) the Corporation receives an undertaking by or on
behalf of the director, officer, employee or agent of the Corporation to
repay the advance if it is not ultimately determined that such person is
entitled to be indemnified by the Corporation; and
(3) either
(i) such person provides a security for his
undertaking, or
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(ii) the Corporation is insured against losses by reason of any
lawful advances, or
(iii) a determination, based on a review of readily available
facts, that there is reason to believe that such person ultimately will be
found entitled to indemnification, is made by either --
(A) a majority of a quorum which consists of directors who
are neither "interested persons" of the Corporation, as defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended, nor parties to the
action, suit or proceeding, or
(B) an independent legal counsel in a written opinion.
(f) The indemnification provided by this Section shall not be
deemed exclusive of any other rights to which a person may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding the office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and inure to the
benefit of the heirs, executors and administrators of such person.
(g) The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee, or agent of the
Corporation, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such. However, in no event
will the Corporation pay for that portion of the premium, if any, for insurance
to indemnify any officer or director against liability for any act for which
the Corporation itself is not permitted to indemnify him.
(h) Nothing contained in this Section shall be construed to protect
any director or officer of the Corporation against any liability to the
Corporation or to its security holders to which he would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
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ARTICLE IV
COMMITTEES
SECTION 4.1. EXECUTIVE AND OTHER COMMITTEES. The Board of Directors, by
resolution adopted by a majority of the whole Board, may designate an Executive
Committee and/or other committees, each committee to consist of two (2) or more
of the directors of the Corporation and may delegate to such committees, in the
intervals between meetings of the Board of Directors, any or all of the powers
of the Board of Directors in the management of the business and affairs of the
Corporation, except the power to: declare dividends or distributions of stock;
issue stock; recommend to stockholders any action requiring stockholder
approval; amend the By-Laws of the Corporation; or approve any merger or share
exchange which does not require shareholder approval. In the absence of any
member of any such committee, the members thereof present at any meeting,
whether or not they constitute a quorum, may appoint a member of the Board of
Directors to act in place of such absent member. Each such committee shall keep
a record of its proceedings.
The Executive Committee and any other committee shall fix its own rules or
procedures, but the presence of at least fifty percent (50%) of the members of
the whole committee shall in each case be necessary to constitute a quorum of
the committee and the affirmative vote of the majority of the members of the
committee present at the meeting shall be necessary to take action.
All actions of the Executive Committee shall be reported to the Board of
Directors at the meeting thereof next succeeding to the taking of such action.
SECTION 4.2. ADVISORY COMMITTEE. The Board of Directors may appoint an
advisory committee which shall be composed of persons who do not serve the
Corporation in any other capacity and which shall have advisory functions with
respect to the investments, business or activities of the Corporation as may be
delegated to it, but which shall have no power to determine that any security
or other investment shall be purchased, sold or otherwise disposed of by the
Corporation, or to take action by or in the name of the Corporation. The number
of persons constituting any such advisory committee shall be determined from
time to time by the Board of Directors. The members of any such advisory
committee may receive compensation for their services and may be allowed such
fees and expenses for the attendance at
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meetings as the Board of Directors may from time to time determine to be
appropriate.
SECTION 4.3. COMMITTEE ACTION WITHOUT MEETING. The provisions of these
By-Laws covering notices and meetings to the contrary notwithstanding, and
except as required by law, any action required or permitted to be taken at any
meeting of any Committee of the Board appointed pursuant to Section 4.2 of
these By-Laws may be taken without a meeting if a consent in writing setting
forth the action shall be signed by all members of the Committee entitled to
vote upon the action and such written consent is filed with the records of the
proceedings of the Committee.
ARTICLE V
OFFICERS
SECTION 5.1. EXECUTIVE OFFICERS. The executive officers of the
Corporation shall be a President, one or more Vice Presidents, a Secretary and
a Treasurer. The Board of Directors may also elect a Chairman. None of the
executive officers need be a member of the Board of Directors. Two or more
officers, except those of President and any Vice President, may be held by the
same person, but no officer shall execute, acknowledge or verify any instrument
in more than one capacity. The executive officers of the Corporation shall be
elected by the Board of Directors.
SECTION 5.2. TERM, REMOVAL AND VACANCIES. Each officer of the
Corporation shall hold office until his successor is elected and has qualified.
Any officer or agent of the Corporation may be removed by the Board of
Directors whenever, in its judgment, the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to the
contractual rights, if any, of the person so removed.
SECTION 5.3. COMPENSATION OF OFFICERS. The compensation of officers and
agents of the Corporation shall be fixed by the Board of Directors, or by the
President to the extent provided by the Board of Directors with respect to
officers appointed by the President.
SECTION 5.4. POWER AND DUTIES. All officers and agents of the
Corporation, as between themselves and the Corporation, shall have such
authority and perform such
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duties in the management of the Corporation as may be provided in or pursuant
to these By-Laws, or, to the extent not so provided, as may be prescribed by
the Board of Directors; provided, that no rights of any third party shall be
affected or impaired by any such By-Law or resolution of the Board unless he
has knowledge thereof.
SECTION 5.5. THE CHAIRMAN. The Chairman, if any, or in his absence the
President shall preside at all meetings of the stockholders and of the Board of
Directors; and he shall perform such other duties as the Board of Directors may
from time to time prescribe.
SECTION 5.6. THE PRESIDENT. The President shall be the chief executive
officer of the Corporation; he shall have general and active management of the
business of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect, and, in connection therewith, shall
be authorized to delegate to one or more Vice Presidents such of his powers and
duties at such times and in such manner as he may deem advisable. Subject to
the control of the Board of Directors and to the control of any Committees of
the Board of Directors, within their respective spheres, as provided by the
Board of Directors, he shall at all times exercise a general supervision and
direction over the affairs of the Corporation. He shall have the power to
employ attorneys and counsel for the Corporation and to employ such subordinate
officers, agents, clerks and employees as he may find necessary to transact the
business of the Corporation. He shall also have the power to grant, issue,
execute or sign such powers of attorney, proxies or other documents as may be
deemed advisable or necessary in furtherance of the interests of the
Corporation. The President shall have such other powers and duties, as from
time to time may be conferred upon or assigned to him by the Board of
Directors.
SECTION 5.7. THE VICE PRESIDENTS. The Vice Presidents shall be of such
number and shall have such titles as may be determined from time to time by the
Board of Directors. The Vice President, or, if there be more than one, the Vice
Presidents in the order of their seniority as may be determined from time to
time by the Board of Directors shall, in the absence or disability of the
President, exercise the powers and perform the duties of those officers; and he
or they shall perform such other duties as the Board of Directors may from to
time prescribe.
SECTION 5.8. THE SECRETARY. The Secretary shall attend all meetings of
the Board of Directors and all meet-
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ings of the stockholders and record all the proceedings of the meetings of the
stockholders and of the Board of Directors in a book to be kept for that
purpose, and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform
such other duties and have such powers as the Board of Directors, may from time
to time prescribe. He shall keep in safe custody the seal of the Corporation
and affix or cause the same to be affixed to any instrument requiring it, and,
when so affixed, it shall be attested by his signature.
SECTION 5.9. THE TREASURER. The Treasurer shall be the chief financial
officer of the Corporation. He shall keep or cause to be kept full and accurate
accounts or receipts and disbursements in books belonging to the Corporation,
and he shall render to the Board of Directors whenever any of them require it,
an account of his transactions as Treasurer and of the financial condition of
the Corporation; and he shall perform such other duties as the Board of
Directors may from time to time prescribe.
SECTION 5.10. DELEGATION OF DUTIES. Whenever an officer is absent or
disabled, or whenever for any reason the Board of Directors may deem it
desirable, the Board may delegate the powers and duties of an officer to any
other officer or officers or to any Director or Directors.
ARTICLE VI
CAPITAL STOCK
SECTION 6.1. ISSUANCE OF STOCK. The Corporation shall not issue its
shares of capital stock except as approved by the Board of Directors.
SECTION 6.2. CERTIFICATES OF STOCK. Certificates for shares of each
class of the capital stock of the Corporation shall be in such form and of such
design as the Board of Directors shall approve, subject to the right of the
Board of Directors to change such form and design at any time or from time to
time, and shall be entered in the books of the Corporation as they are issued.
Each such certificate shall bear a distinguishing number; shall exhibit the
holder's name and certify the number of full shares owned by such holder; shall
be signed by or in the name of the Corporation by the
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President, or a Vice President, and countersigned by the Secretary or the
Treasurer of the Corporation; shall be sealed with the corporate seal; and
shall contain such recitals as may be required by law. Where any stock
certificate is signed by a Transfer Agent or by a Registrar, the signature of
such corporate officers and the corporate seal may be facsimile, printed or
engraved. The Corporation may, at its option, defer the issuance of a
certificate or certificates to evidence shares of capital stock owned of record
by any stockholder until such time as demand therefor shall be made upon the
Corporation or its Transfer Agent, but upon the making of such demand each
stockholder shall be entitled to such certificate or certificates.
In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall appear on, any such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether because
of death, resignation or otherwise, before such certificate or certificates
shall have been delivered by the Corporation, such certificate or certificates
shall, nevertheless, be adopted by the Corporation and be issued and delivered
as though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures shall appear therein had not ceased to
be such officer or officers of the Corporation.
No certificate shall be issued for any share of stock until such share is
fully paid.
SECTION 6.3. TRANSFER OF STOCK. Transfers of shares of the capital stock
of the Corporation shall be made only on the books of the Corporation by the
holder thereof, or by his attorney thereunto duly authorized by a power of
attorney duly executed and filed with the Corporation or a Transfer Agent of
the Corporation, if any, upon written request in proper from if no share
certificate has been issued, or in the event such certificate has been issued,
upon presentation and surrender in proper form of said certificate.
SECTION 6.4. RECORD DATE. The Board of Directors may fix in advance a
date as the record date for the purpose of determining stockholders entitled to
notice of, or to vote at, any meeting of stockholders or stockholders entitled
to receive payment of any dividend or the allotment of any rights, or in order
to make a determination of stockholders for any other proper purpose. Such
date, in any case shall be not more than ninety (90) days, and in case of a
meeting of
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stockholders not less than ten (10) days prior to the date on which
particular action requiring such determination of stockholders is to be
taken. In lieu of fixing a record date the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, twenty (20) days. If the stock transfer books are closed
for the purpose of determining stockholders entitled to notice of a vote at a
meeting of stockholders, such books shall be closed for at least ten (10)
days immediately preceding such meeting.
SECTION 6.5. LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES. The
Board of Directors may direct a new certificate or certificates to be issued
in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon satisfactory
proof of such loss, theft, or destruction; and the Board of Directors may, in
its discretion, require the owner of the lost, stolen or destroyed
certificate, or his legal representative, to give to the Corporation and to
such Registrar, Transfer Agent and/or Transfer Clerk as may be authorized or
required to countersign such new certificate or certificates, a bond in such
sum and of such type as they may direct, and with such surety or sureties, as
they may direct, as indemnity against any claim that may be against them or
any of them on account of or in connection with the alleged loss, theft or
destruction of any such certificate.
SECTION 6.6. REGISTERED OWNERS OF STOCK. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of shares of stock to receive dividends, and to vote as such
owner, and to hold liable for calls and assessments a person registered on
its books as the owner of shares of stock, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Maryland.
SECTION 6.7. FRACTIONAL DENOMINATIONS. Subject to any applicable
provisions of law and the Charter of the Corporation, the Corporation may
issue shares of its capital stock in fractional denominations, provided that
the transactions in which and the terms and conditions upon which shares
in fractional denominations may be issued may from time to time be limited or
determined by or under the authority of the Board of Directors.
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ARTICLE VII
SALE OF STOCK
SECTION 7.1. SALE OF STOCK. Upon the sale of each share of its
Common Stock, except as otherwise permitted by applicable laws and
regulations, the Corporation shall receive in cash or in securities valued as
provided in Article VIII of these ByLaws, not less than the current net asset
value thereof, exclusive of any distributing commission or discount, and in
no event less than the par value thereof.
ARTICLE VIII
Determination of Net Asset Value; Valuation
of Portfolio Securities and Other Assets
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SECTION 8.1. NET ASSET VALUE. The net asset value of a share of
Common Stock of the Corporation shall be determined in accordance with
applicable laws and regulations under the supervision of such persons and at
such time or times at as shall from time to time be prescribed by the Board
of Directors. Each such determination shall be made by subtracting from the
value of the assets of the Corporation (as determined pursuant to Section 8.2
of these By-Laws) the amount of its liabilities, dividing the remainder by
the number of shares of Common Stock issued and outstanding, and adjusting
the results to the nearest full cent per share.
SECTION 8.2. VALUATION OF PORTFOLIO SECURITIES AND OTHER ASSETS.
Except as otherwise required by any applicable law or regulation of any
regulatory agency having jurisdiction over the activities of the Corporation,
the Corporation shall determine the value of its portfolio securities and
other assets as follows:
(a) securities for which market quotations are readily available
shall be valued at current market value determined in such manner as the
Board of Directors may from time to time prescribe;
(b) all other securities and assets shall be valued at amounts
deemed best to reflect their fair value as determined in good faith by or
under the supervision of such persons and at such time or times as shall from
time to time be prescribed by the Board of Directors.
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All quotations, sale prices, bid and asked prices and other
information shall be obtained from such sources as the persons making such
determination believe to be reliable and any determination of net asset value
based thereon shall be conclusive.
ARTICLE IX
DIVIDENDS AND DISTRIBUTIONS
Subject to any applicable provisions of law and the Charter of the
Corporation, dividends and distributions upon the Common Stock of the
Corporation may be declared at such intervals as the Board of Directors may
determine, in cash, in securities or other property, or in shares of stock of
the Corporation, from any sources permitted by law, all as the Board of
Directors shall from time to time determine.
Inasmuch as the computation of net income and net profits from the
sale of securities or other properties for federal income tax purposes may
vary from the computation thereof on the books of the Corporation, the Board
of Directors shall have power, in its discretion, to distribute as income
dividends and as capital gain distributions, respectively, amounts sufficient
to enable the Corporation to avoid or reduce liability for federal income
taxes.
ARTICLE X
CUSTODIAN
SECTION 10.1. APPOINTMENT AND DUTIES. The Corporation shall at all
times employ a bank or trust company having the qualifications specified by
the Investment Company Act of 1940, as amended, as custodian with authority
as its agent, but subject to such restrictions, limitations and other
requirements, if any, as may be contained in these By-Laws and the Investment
Company Act of 1940, as amended:
(1) to receive and hold the securities owned by the Corporation and
deliver the same upon written order;
(2) to receive and receipt for any moneys due to the Corporation and
deposit the same in its own banking department or elsewhere as
the Trustees may direct;
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(3) to disburse such funds upon orders or vouchers;
(4) and to provide such additional services as may be requested by
the Corporation, including keeping the books and accounts of
the Corporation and furnishing clerical and accounting services,
and computing the net income of the Corporation and the net
asset value of the Corporation's shares;
all upon such basis of compensation as may be agreed upon between the Board
of Directors and the custodian. If so directed by a vote of a majority of the
shares of stock outstanding, the custodian shall deliver and pay over all
property of the Corporation held by it as specified in such vote.
The Board of Directors may also authorize the custodian to employ
one or more sub-custodians from time to time to perform such of the acts and
services of the custodian and upon such terms and conditions, as may be
agreed upon between the custodian and such sub-custodian and approved by the
Board of Directors.
SECTION 10.2. CENTRAL CERTIFICATE SYSTEM. Subject to such rules,
regulations and orders as the Commission may adopt, the Directors may direct
the custodian to deposit all or any part of the securities owned by the
Corporation in a system for the central handling of securities established by
a national securities exchange or a 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, or its staff in
accordance with the the Investment Company Act of 1940, as amended, and any
rule or staff interpretation thereof, 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, provided that all such
deposits shall be subject to withdrawal only upon the order of the
Corporation.
ARTICLE XI
BOOKS AND RECORDS
SECTION 11.1. LOCATION. The books and records of the Corporation may
be kept outside the State of Maryland at
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such place or places as the Board of Directors may from time to time
determine, except as otherwise required by law.
SECTION 11.2. STOCK LEDGERS. The Corporation shall maintain at the
office of its Transfer Agent an original stock ledger containing the names and
addresses of all stockholders and the number of shares held by each
stockholder. Such stock ledger may be in written form or any other form
capable of being converted into written form within a reasonable time for
visual inspection.
SECTION 11.3. ANNUAL STATEMENT. The President or a Vice President or
the Treasurer shall prepare or cause to be prepared annually a full and
correct statement of the affairs of the Corporation, including a statement of
assets and liabilities and a statement of operations for the preceding fiscal
year, which shall be submitted at the annual meeting of stockholders if such
meeting be held, and shall be filed within twenty (20) days thereafter at the
principal office of the Corporation in the State of Maryland.
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice of the time, place or purpose of any meeting of
stockholders, directors, or of any committee is required to be given under
the provisions of the statute or under the provisions of the Charter of the
Corporation or these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to such notice and filed with the records of the
meeting, whether before or after the holding thereof, or actual attendance at
the meeting of Directors or committee in person, shall be deemed equivalent
to the giving of such notice to such person.
ARTICLE XIII
MISCELLANEOUS
SECTION 13.1. SEAL. The Board of Directors shall adopt a corporate
seal, which shall be in the form of a circle, and shall have inscribed
thereon the name of the Corporation, the year of its incorporation, and the
words "Corporate Seal - Maryland." Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
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SECTION 13.2. FISCAL YEAR. The fiscal year of the Corporation shall
end on such date as the Board of Directors may by resolution specify, and the
Board of Directors may by resolution change such date for future fiscal years
at any time and from time to time.
SECTION 13.3. ORDERS FOR PAYMENT OF MONEY. All orders or
instructions for the payment of money of the Corporation, and all notes or
other evidences of indebtedness issued in the name of the Corporation, shall
be signed by such officer or officers or such other person or persons as the
Board of Directors may from time to time designate, or as may be specified in
or pursuant to the agreement between the Corporation and the bank or trust
company appointed as Custodian of the securities and funds of the Corporation.
ARTICLE XIV
COMPLIANCE WITH FEDERAL REGULATIONS
The Board of Directors is hereby empowered to take such action as
they may deem to be necessary, desirable or appropriate so that the
Corporation is or shall be in compliance with any federal or state statute,
rule or regulation with which compliance by the Corporation is required.
ARTICLE XV
AMENDMENTS
These By-Laws may be amended, altered, or repealed at any annual or
special meeting of the stockholders by the affirmative vote of the holders of
a majority of the shares of capital stock of the Corporation issued and
outstanding and entitled to vote, provided notice of the general purpose of the
proposed amendment, alteration or repeal is given in the notice of said
meeting; or, at any meeting of the Board of Directors, by a vote of a
majority of the whole Board of Directors, provided, however, that any By-Law
or amendment or alteration of the By-Laws adopted by the Board of Directors
may be amended, altered or repealed and any By-Law repealed by the Board of
Directors may be reinstated, by vote of the stockholders of the Corporation.
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