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<PAGE> PAGE 2
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SIGNATURE MICHAEL PIGNATARO
TITLE CFO
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000846676
<NAME> THE CHILE FUND, INC.
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Report of Independent Accountants
To the Board of Directors and Shareholders
of The Chile Fund, Inc.
In planning and performing our audit of the financial statements of
The Chile Fund, Inc (the Company) for the year ended December
31, 1999, we considered its internal control, including control
activities for safeguarding securities, in order to determine our
auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of
Form N-SAR, not to provide assurance on internal control.
The management of the Company is responsible for establishing and
maintaining internal control. In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally,
controls that are relevant to an audit pertain to the entitys
objective of preparing financial statements for external purposes
that are fairly presented in conformity with generally accepted
accounting principles. Those controls include the safeguarding
of assets against unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors or
fraud may occur and not be detected. Also, projection of any
evaluation of internal control to future periods is subject to
the risk that controls may become inadequate because of changes
in conditions or that the effectiveness of their design and
operation may deteriorate.
Our consideration of internal control would not necessarily
disclose all matters in internal control that might be material
weaknesses under standards established by the American Institute
of Certified Public Accountants. A material weakness is a condition
in which the design or operation of one or more of the internal
control components does not reduce to a relatively low level the risk
that misstatements caused by error or fraud in amounts that would be
material in relation to the financial statements being audited may
occur and not be detected within a timely period by employees in the
normal course of performing their assigned functions. However, we
noted no matters involving internal control and its operation,
including controls for safeguarding securities, that we consider to
be material weaknesses as defined above as of December 31, 1999.
This report is intended solely for the information and use of the
Board of Directors, management and the Securities and Exchange
Commission and is not intended to be and should not be used by
anyone other than these specified parties.
PricewaterhouseCoopers LLP
2400 Eleven Penn Center
Philadelphia, PA
February 15, 2000
AMENDED AND RESTATED BYLAWS
OF
THE CHILE FUND, INC.
BYLAW-ONE: NAME OF COMPANY, LOCATION OF OFFICES AND SEAL.
Article 1.1. Name. The name of the Company is The Chile Fund, Inc.
Article 1.2. Principal Offices. The principal office of the Company
in the State of Maryland shall be located in Baltimore, Maryland. The
Company may, in addition, establish and maintain such other offices and
places of business within or outside the State of Maryland as the Board
of Directors may from time to time determine.
Article 1.3. Seal. The corporate seal of the Company shall be circular
in form and shall bear the name of the Company, the year of its
incorporation and the words "Corporate Seal, Maryland." The form of the
seal shall be subject to alteration by the Board of Directors and the
seal may be used by causing it or a facsimile to be impressed or affixed
or printed or otherwise reproduced. Any Officer or Director of the
Company shall have authority to affix the corporate seal of the Company
to any document requiring the same.
BYLAW-TWO: STOCKHOLDERS.
Article 2.1. Place of Meetings. All meetings of the Stockholders shall
be held at such place within the United States, whether within or outside
the State of Maryland, as the Board of Directors shall determine, which
shall be stated in the notice of the meeting or in a duly executed waiver
of notice thereof.
Article 2.2. Annual Meeting. Commencing in 1990, the annual meeting of
the Stockholders of the Company shall be held at such place as the Board
of Directors shall select on such date, during the 31-day period ending
four months after the end of the Company's fiscal year, as may be fixed
by the Board of Directors each year, at which time the Stockholders shall
elect Directors by a plurality of votes cast, and transact such other
business as may properly come before the meeting. Any business of the
Company may be transacted at the annual meeting without being specially
designated in the notice except as otherwise provided by statute, by the
Articles of Incorporation or by these Bylaws.
Article 2.3. Special Meetings. Special meetings of the Stockholders
for any purpose or purposes, unless otherwise prescribed by statute or
by the Articles of Incorporation, may be called by resolution of the
Board of Directors or by the President, and shall be called by the
Secretary at the request of a majority of the Board of Directors or at
the request, in writing, of Stockholders holding at least a majority of
the votes entitled to be cast at the meeting upon payment by such
Stockholders to the Company of the reasonably estimated cost of preparing
and mailing a notice of the meeting (which estimated cost shall be
provided to such Stockholders by the Secretary of the Company). A
written request shall state the purpose or purposes of the proposed
meeting and the matters proposed to be acted upon at it. 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 Article 2.4 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.
Article 2.4. Notice. Written notice of every meeting of Stockholders,
stating the purpose or purposes for which the meeting is called, the time
when and the place where it is to be held, shall be served, either
personally or by mail, not less than ten nor more than ninety days
before the meeting, upon each Stockholder as of the record date fixed
for the meeting who is entitled to notice of or to vote at such meeting.
If mailed
(i) such notice shall be directed to a Stockholder at his
address as it shall appear on the books of the Company (unless he shall
have filed with the Transfer Agent of the Company a written request that
notices intended for him be mailed to some other address, in which case
it shall be mailed to the address designated in such request) and
(ii) such notice shall be deemed to have been given as of the date when
it is deposited in the United States mail with first-class postage
thereon prepaid.
Article 2.5. 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
Article 2.5 and who is a Stockholder of record at the time such notice
is delivered to the Secretary of the Company, 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 Stockholder must have given timely notice thereof in
writing to the Secretary of the Company. To be timely, such notice must
be delivered to or mailed and received at the principal executive offices
of the Company not later than 45 days before the date in the then current
year corresponding to the date on which the Company 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. 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 Company's books, of the
Stockholder proposing such business, (iii) the class and number of shares
of the capital stock of the Company which are beneficially owned by the
Stockholder, (iv) a representation that the Stockholder is a holder of
record of shares of the Company 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 Article 2.5. 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 Article 2.5,
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 Articles 2.5 and 3.3 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 Company with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 or the Investment
Company Act of 1940, as amended.
Article 2.6. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings
of the Stockholders for the transaction of business except as otherwise
provided by statute, by the Articles of Incorporation or by these Bylaws.
If a quorum shall not be present or represented, the Stockholders
entitled to vote thereat, present in person or represented by proxy,
shall have the 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 a quorum shall be present
or represented. At such adjourned meeting, at which a quorum shall be
present or represented, any business which might have been transacted at
the original meeting may be transacted.
Article 2.7. Vote of the Meeting. When a quorum is present or
represented at any meeting, the vote of the holders of a majority of the
votes cast shall decide any question brought before such meeting (except
with respect to election of directors 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.
Article 2.8. Voting Rights of Stockholders. Each Stockholder of record
having the right to vote shall be entitled at every meeting of the
Stockholders of the Company to one vote for each share of stock having
voting power standing in the name of such Stockholder on the books of the
Company on the record date fixed in accordance with Article 6.5 of these
Bylaws, with pro rata voting rights for any fractional shares, and such
votes may be cast either in person or by written proxy.
Article 2.9. Organization. At every meeting of the Stockholders, the
Chairman of the Board, or in his absence or inability to act, the
President or a Vice President of the Company, shall act as chairman of
the meeting. The Secretary, or in his absence or inability to act, a
person appointed by the chairman of the meeting, shall act as secretary
of the meeting and keep the minutes of the meeting.
The Board of Directors of the Company shall be entitled to make such
rules or regulations for the conduct of meetings of Stockholders as it
shall deem necessary or appropriate. 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 or appropriate 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 Company 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.
Article 2.10. Proxies. Every proxy must be executed in writing by the
Stockholder or by his duly authorized attorney-in-fact. No proxy shall
be valid after the expiration of eleven months from the date of its
execution unless it shall have specified therein its duration. Every
proxy shall be revocable at the pleasure of the person executing it or
of his personal representatives or assigns. Proxies shall be delivered
prior to the meeting to the Secretary of the Company or to the person
acting as Secretary of the meeting before 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 Company 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 deemed valid unless challenged at or prior to its
exercise.
Article 2.11. Stock Ledger and List of Stockholders. It shall be the
duty of the Secretary or Assistant Secretary of the Company to cause an
original or duplicate stock ledger to be maintained at the office of the
Company's Transfer Agent.
Article 2.12. 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 a meeting.
BYLAW-THREE: BOARD OF DIRECTORS.
Article 3.1. General Powers. Except as otherwise provided in the
Articles of Incorporation, the business and affairs of the Company
shall be managed under the direction of the Board of Directors. All
powers of the Company may be exercised by or under authority of the Board
of Directors except as conferred on or reserved to the Stockholders by
law, by the Articles of Incorporation or by these Bylaws.
Article 3.2. Board of Three to Nine Directors. The Board of Directors
shall consist of not less than three (3) nor more than nine (9) 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.
The majority of the entire Board of Directors shall have power from
time to time to increase or decrease the number of Directors. If the
number of Directors is increased, the additional Directors may be elected
by a majority of the Directors in office at the time of the increase. If
such additional Directors are not so elected by the Directors in office
at the time they increase the number of places on the Board, or if the
additional Directors are elected by the existing Directors prior to the
first meeting of the Stockholders of the Company, then in either of such
events the additional Directors shall be elected or reelected by the
Stockholders at their next annual meeting or at an earlier special meeting
called for that purpose.
Beginning with the first annual meeting of Stockholders held after the
initial public offering of the shares of the Company (the "initial annual
meeting"), the Board of Directors shall be divided into three classes:
Class I, Class II and Class III. The terms of office of the classes of
Directors elected at the initial annual meeting shall expire at the times
of the annual meetings of the Stockholders as follows: Class I on the next
annual meeting, Class II on the second next annual meeting and Class III
on the third next annual meeting, or thereafter in each case when their
respective successors are elected and qualified. At each subsequent
annual election, the Directors chosen to succeed those whose terms are
expiring shall be identified as being of the same class as the Directors
whom they succeed, and shall be elected for a term expiring at the time
of the third succeeding annual meeting of Stockholders, or thereafter in
each case when their respective successors are elected and qualified.
The number of directorships shall be apportioned among the classes so as
to maintain the classes as nearly equal in number as possible.
Article 3.3. Director Nominations.
(a) Only persons who are nominated in accordance with the procedures
set forth in this Article 3.3 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 Company may be made at
an annual meeting of Stockholders or at a special meeting of Stockholders
as to which the Company'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 Company who is entitled to vote for the election of
such nominee at the meeting, who complies with the notice procedures set
forth in this Article 3.3 and who is a Stockholder of record at the time
such notice is delivered to the Secretary of the Company.
(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 Company. 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 Company not later than 45 days before the date in the then
current year corresponding to the date on which the Company 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 Company'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 Company 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 Company 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 Company of the expenses of any
solicitation of proxies should such person be elected a Director of the
Company); and (ii) as to the Stockholder giving the notice (A) the name
and address, as they appear on the Company's books, of such Stockholder,
(B) the class and number of shares of the capital stock of the Company
which are beneficially owned by such Stockholder, (C) a representation
that the Stockholder is a holder of record of shares of the Company
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 Company 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 Article 3.3, no person shall be entitled to receive reimbursement
from the Company 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 Company
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.
Article 3.4. Vacancies. Subject to the provisions of the Investment
Company Act of 1940, as amended, if the office of any Director or
Directors becomes vacant for any reason (other than an increase in the
number of Directors as provided for in Article 3.2), the Directors in
office, although less than a quorum, shall continue to act and may
choose a successor or successors, who shall hold office until the
next annual meeting of Stockholders and until his successor is elected
and qualifies, or any vacancy may be filled by the Stockholders at any
meeting thereof.
Article 3.5. Removal. At any meeting of Stockholders duly called and
at which a quorum is present, the Stockholders may, by the affirmative
vote of the holders of at least three-fourths of the votes entitled to
be cast thereon, remove any Director or Directors from office, with or
without cause, and may elect a successor or successors to fill any
resulting vacancies for the unexpired term of the removed Director.
Article 3.6. Resignation. A Director may resign at any time by giving
written notice of his resignation to the Board of Directors or the
Chairman of the Board or the Secretary of the Company. Any resignation
shall take effect at the time specified in it or, should the time when
it is to become effective not be specified in it, immediately upon its
receipt. Acceptance of a resignation shall not be necessary to make it
effective unless the resignation states otherwise.
Article 3.7. Place of Meetings. The Directors may hold their meetings
at the principal office of the Company or at such other places, either
within or outside the State of Maryland, as they may from time to time
determine.
Article 3.8. Regular Meetings. Regular meetings of the Board may be
held at such date and time as shall from time to time be determined by
the Board.
Article 3.9. Special Meetings. Special meetings of the Board may be
called by order of the Chairman of the Board on one day's notice given
to each Director either in person or by mail, telephone, telegram, cable
or wireless to each Director at his residence or regular place of
business. Special meetings will be called by the Chairman of the Board
or the Secretary in a like manner on the written request of a majority
of the Directors.
Article 3.10. Quorum. At all meetings of the Board, the presence of
one-third of the entire Board of Directors (but not less than two
Directors unless the Board of Directors shall consist of only one
Director in which event that one Director shall constitute a quorum)
shall be necessary to constitute a quorum and sufficient for the
transaction of business, and any act of a majority present at a meeting
at which there is a quorum shall be the act of the Board of Directors,
except as may be specifically provided by statute, by the Articles of
Incorporation or by these Bylaws. If a quorum shall not be present at
any meeting of Directors, the Directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Article 3.11. Organization. The Board of Directors shall designate one
of its members to serve as Chairman of the Board. The Chairman of the
Board shall preside at each meeting of the Board. In the absence or
inability of the Chairman of the Board to act, another Director chosen
by a majority of the Directors present shall act as chairman of the
meeting and preside at the meeting. The Secretary (or, in his absence
or inability to act, any person appointed by the chairman) shall act as
secretary of the meeting and keep the minutes of the meeting.
Article 3.12. Informal Action by Directors and Committees. Any action
required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may, except as otherwise required
by statute, 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 filed with the minutes of the proceedings of the
Board or committee. Subject to the Investment Company Act of 1940, as
amended, members of the Board of Directors or a 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.
Article 3.13. Executive Committee. There may be an Executive Committee
of two or more Directors appointed by the Board who may meet at stated
times or on notice to all by any of their own number. The Executive
Committee shall consult with and advise the Officers of the Company in
the management of its business and exercise such powers of the Board of
Directors as may be lawfully delegated by the Board of Directors.
Vacancies shall be filled by the Board of Directors at any regular or
special meeting. The Executive Committee shall keep regular minutes of
its proceedings and report the same to the Board when required.
Article 3.14. Audit Committee. There shall be an Audit Committee of
two or more Directors who are not "interested persons" of the Company
(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 Company's independent accountants,
recommending to the Board of Directors the independent accountants to be
retained, and reviewing generally the maintenance and safekeeping of the
Company's records and documents.
Article 3.15. Other Committees. The Board of Directors may appoint
other committees composed of one or more members which shall in each case
consist of such number of members and shall have and may exercise, to the
extent permitted by law, such powers as the Board may determine in the
resolution appointing them. A majority of all members of any such
committee 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, to the extent permitted by law, to change the powers of any such
committee, to fill vacancies and to discharge any such committee.
Article 3.16. Compensation of Directors. The Board may, by resolution,
determine what compensation and reimbursement of expenses of attendance
at meetings, if any, shall be paid to Directors in connection with their
service on the Board. Nothing herein contained shall be construed to
preclude any Director from serving the Company in any other capacity or
from receiving compensation therefor.
BYLAW-FOUR: OFFICERS.
Article 4.1. Officers. The Officers of the Company shall be fixed by the
Board of Directors and shall include a President, Vice President,
Secretary and Treasurer. Any two offices may be held by the same person
except the offices of President and Vice President. A person who holds
more than one office in the Company may not act in more than one capacity
to execute, acknowledge or verify an instrument required by law to be
executed, acknowledged or verified by more than one officer.
Article 4.2. Appointment of Officers. The Directors shall appoint the
Officers, who need not be members of the Board.
Article 4.3. Additional Officers. The Board may appoint such other
Officers and agents as it shall deem necessary who shall exercise such
powers and perform such duties as shall be determined from time to time
by the Board.
Article 4.4. Salaries of Officers. The salaries of all Officers of the
Company shall be fixed by the Board of Directors.
Article 4.5. Term, Removal, Vacancies. The Officers of the Company shall
serve at the pleasure of the Board of Directors and hold office for one
year and until their successors are chosen and qualify in their stead.
Any Officer elected or appointed by the Board of Directors may be removed
at any time by the affirmative vote of a majority of the Directors. If the
office of any Officer becomes vacant for any reason, the vacancy shall be
filled by the Board of Directors.
Article 4.6. President. The President shall be the chief executive
officer of the Company, shall, subject to the supervision of the Board
of Directors, have general responsibility for the management of the
business of the Company and shall see that all orders and resolutions of
the Board are carried into effect.
Article 4.7. Vice President. Any Vice President shall, in the absence
or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties as the Board
of Directors shall prescribe.
Article 4.8. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the Company and shall
deposit all moneys and other valuable effects in the name and to the
credit of the Company in such depositories as may be designated by the
Board of Directors. He shall disburse the funds of the Company as may
be ordered by the Board, taking proper vouchers for such disbursements,
and shall render to the Chairman of the Board and Directors at the
regular meetings of the Board, or whenever they may require it, an
account of the financial condition of the Company.
Any Assistant Treasurer may perform such duties of the Treasurer as the
Treasurer or the Board of Directors may assign, and, in the absence of
the Treasurer, may perform all the duties of the Treasurer.
Article 4.9. Secretary. The Secretary shall attend meetings of the
Board and meetings of the Stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose, and
shall perform like duties for the Executive Committee of the Board when
required. He shall give or cause to be given notice of all meetings of
Stockholders and special meetings of the Board of Directors and shall
perform such other duties as may be prescribed by the Board of Directors.
He shall keep in safe custody the seal of the Company and affix it to any
instrument when authorized by the Board of Directors.
Any Assistant Secretary may perform such duties of the Secretary as the
Secretary or the Board of Directors may assign, and, in the absence of
the Secretary, may perform all the duties of the Secretary.
Article 4.10. Subordinate Officers. The Board of Directors from time
to time may appoint such other officers or agents as it may deem
advisable, each of whom shall serve at the pleasure of the Board of
Directors and have such title, hold office for such period, have such
authority and perform such duties as the Board of Directors may determine.
The Board of Directors from time to time may delegate to one or more
officers or agents the power to appoint any such subordinate officers
or agents and to prescribe their respective rights, terms of office,
authorities and duties.
Article 4.11. Surety Bonds. The Board of Directors may require any
officer or agent of the Company 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 Company 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 Company, including responsibility for
negligence and for the accounting of any of the Company's property, funds
or securities that may come into his hands.
BYLAW-FIVE: GENERAL PROVISIONS.
Article 5.1. Waiver of Notice. Whenever the Stockholders or the Board
of Directors are authorized by statute, the provisions of the Articles
of Incorporation or these Bylaws to take any action at any meeting after
notice, such notice may be waived, in writing, before or after the
holding of the meeting, by the person or persons entitled to such notice,
or, in the case of a Stockholder, by his duly authorized attorney-in-fact.
Such notice is also waived if the person entitled to the notice is
present at the meeting in person, or, in the case of a stockholder, by
proxy.
Article 5.2. Indemnity.
(a) The Company shall indemnify its directors to the fullest extent
that indemnification of directors is permitted by the Maryland General
Corporation Law. The Company shall indemnify its officers to the same
extent as its directors and to such further extent as is consistent
with law. The Company shall indemnify its directors and officers who
while serving as directors or officers also serve at the request of the
Company as a director, officer, partner, trustee, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust,
other enterprise or employee benefit plan to the fullest extent consistent
with law. The indemnification and other rights provided by this Article
shall continue as to a person who has ceased to be a director or officer
and shall inure to the benefit of the heirs, executors and administrators
of such a person. This Article shall not protect any such person against
any liability to the Company or any Stockholder thereof to which such
person 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 ("disabling conduct").
(b) Any current or former director or officer of the Company seeking
indemnification within the scope of this Article shall be entitled to
advances from the Company for payment of the reasonable expenses incurred
by him in connection with the matter as to which he is seeking
indemnification in the manner and to the fullest extent permissible
under the Maryland General Corporation Law. The person seeking
indemnification shall provide to the Company a written affirmation
of his good faith belief that the standard of conduct necessary for
indemnification by the Company has been met and a written undertaking
to repay any such advance if it should ultimately be determined that
the standard of conduct has not been met. In addition, at least one
of the following conditions shall be met: (i) the person seeking
indemnification shall provide security in form and amount acceptable
to the Company for his undertaking; (ii) the Company is insured against
losses arising by reason of the advance; or (iii) a majority of a quorum
of directors of the Company who are neither "interested persons" as
defined in Section 2(a)(19) of the Investment Company Act of 1940, as
amended, nor parties to the proceeding ("disinterested non-party
directors"), or independent legal counsel, in a written opinion, shall
have determined, based on a review of facts readily available to the
Company 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.
(c) At the request of any person claiming indemnification under this
Article, the Board of Directors shall determine, or cause to be
determined, in a manner consistent with the Maryland General Corporation
Law, whether the standards required by this Article have been met.
Indemnification shall be made only following: (i) a final decision on
the merits by a court or other body before whom the proceeding was
brought that the person to be indemnified 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 person to be
indemnified was not liable by reason of disabling conduct by (a) the vote
of a majority of a quorum of disinterested non-party directors or (b) an
independent legal counsel in a written opinion.
(d) Employees and agents who are not officers or directors of the Company
may be indemnified, and reasonable expenses may be advanced to such
employees or agents, as may be provided by action of the Board of Directors
or by contract, subject to any limitations imposed by the Investment
Company Act of 1940.
(e) The Board of Directors may make further provision consistent with
law for indemnification and advance of expenses to directors, officers,
employees and agents by resolution, agreement or otherwise. The
indemnification provided by this Article shall not be deemed exclusive
of any other right, with respect to indemnification or otherwise, to
which those seeking indemnification may be entitled under any insurance
or other agreement or resolution of stockholders or disinterested
directors or otherwise.
(f) References in this Article are to the Maryland General Corporation
Law and to the Investment Company Act of 1940 as from time to time amended.
No amendment of these Bylaws shall affect any right of any person under
this Article based on any event, omission or proceeding prior to the
amendment.
Article 5.3. Insurance. The Company may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the Company or who, while a director, officer, employee or agent
of the Company, is or was serving at the request of the Company as a
director, officer, partner, trustee, employee or agent of another foreign
or domestic corporation, partnership, joint venture, trust, other
enterprise, or employee benefit plan, against any liability asserted
against and incurred by such person in any such capacity or arising out
of such person's position; provided that no insurance may be purchased
by the Company on behalf of any person against any liability to the
Company or to its Stockholders 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.
Article 5.4. Checks. All checks or demands for money and notes of the
Company 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.
Article 5.5. Fiscal Year. The fiscal year of the Company shall be
determined by resolution of the Board of Directors.
BYLAW-SIX: CERTIFICATES OF STOCK.
Article 6.1. Certificates of Stock. The interest of each Stockholder
of the Company shall be evidenced by certificates for shares of stock
in such form as the Board of Directors may from time to time prescribe.
The certificates shall be numbered and entered in the books of the
Company as they are issued. They shall exhibit the holder's name and
the number of whole shares and no certificate shall be valid unless it
has been signed by the President a Vice President or the Chairman of
the Board of Directors and the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary and bears the corporate seal.
Any or all of the signatures or the seal on the certificate may be a
facsimile, engraved or printed. In case any of the officers of the
Company whose manual or facsimile signature appears on any stock
certificate delivered to a Transfer Agent of the Company shall cease
to be such Officer prior to the issuance of such certificate, the
Transfer Agent may nevertheless countersign and deliver such certificate
as though the person signing the same or whose facsimile signature
appears thereon had not ceased to be such officer, unless written
instructions of the Company to the contrary are delivered to the
Transfer Agent.
Article 6.2. Lost, Stolen or Destroyed Certificates. The Board of
Directors, or the President together with the Treasurer or Secretary,
may direct a new certificate to be issued in place of any certificate
theretofore issued by the Company, alleged to have been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or
destroyed, or by his legal representative. When authorizing such
issue of a new certificate, the Board of Directors, or the President
and Treasurer or Secretary, may, in its or their discretion and as a
condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate, or his legal representative, to
advertise the same in such manner as it or they shall require and/or
give the Company a bond in such sum and with such surety or sureties
as it or they may direct as indemnity against any claim that may be
made against the Company with respect to the certificate alleged to
have been lost, stolen or destroyed for such newly issued certificate.
Article 6.3. Transfer of Stock. Shares of the Company shall be
transferable on the books of the Company by the holder thereof in person
or by his duly authorized attorney or legal representative upon surrender
and cancellation of a certificate or certificates for the same number of
shares of the same class, duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, with such proof of
the authenticity of the signature as the Company or its agents may
reasonably require. The shares of stock of the Company may be freely
transferred, and the Board of Directors may, from time to time, adopt
rules and regulations with reference to the method of transfer of the
shares of stock of the Company.
Article 6.4. Registered Holder. The Company shall be entitled to treat
the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, 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 expressly provided by statute.
Article 6.5. Record Date. The Board of Directors may fix a time not
less than 10 nor more than 90 days prior to the date of any meeting of
Stockholders or prior to the last day on which the consent or dissent of
Stockholders may be effectively expressed for any purpose without a
meeting, as the time as of which Stockholders entitled to notice of,
and to vote at, such a meeting or whose consent or dissent is required
or may be expressed for any purpose, as the case may be, shall be
determined; and all such persons who were holders of record of voting
stock at such time and no other shall be entitled to notice of, and to
vote at, such meeting or to express their consent or dissent, as the case
may be. If no record date has been fixed, the record date for the
determination of Stockholders entitled to notice of, or to vote at, a
meeting of Stockholders shall be the later of the close of business on
the day on which notice of the meeting is mailed or the thirtieth day
before the meeting, or, if notice is waived by all Stockholders, at the
close of business on the tenth day next preceding the day on which the
meeting is held. The Board of Directors may also fix a time not
exceeding 90 days preceding the date fixed for the payment of any
dividend or the making of any distribution, or for the delivery of
evidences of rights, or evidences of interests arising out of any
change, conversion or exchange of capital stock, as a record time for
the determination of the Stockholder entitled to receive any such
dividend, distribution, rights or interests.
Article 6.6. Stock Ledgers. The stock ledgers of the Company,
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 Company or at the offices of the Transfer Agent of the
Company or at such other location as may be authorized by the Board of
Directors from time to time.
Article 6.7. Transfer Agents and Registrars. The Board of Directors
may from time to time appoint or remove Transfer Agents and/or Registrars
of transfers (if any), of shares of stock of the Company, 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 one
countersignature by such person shall be required.
BYLAW-SEVEN: AMENDMENTS.
Article 7.1. General. 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 Company, 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.
Dated: November 9, 1999
