AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 1998
INVESTMENT COMPANY ACT FILE NO. 811-5921
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM N-2
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 5
THE TURKISH INVESTMENT FUND, INC.
(Exact Name of Registrant as Specified in Charter)
1221 Avenue of the Americas
New York, New York 10020
(Address of Principal Executive Offices)
(212) 762-7500
(Registrant's Telephone Number, including Area Code)
Harold J. Schaaff, Jr., Esq.
The Turkish Investment Fund, Inc.
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas, 22nd Floor
New York, New York 10020
(Name and Address of Agent for Service)
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EXPLANATORY NOTE
This filing is made solely for the purpose of filing as an Exhibit the
amended By-Laws of the Turkish Investment Fund, Inc.
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PART C
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
Registrant's By-Laws, as amended by the Board of Directors through June
24, 1998, are filed herewith as Exhibit 2.b.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in The City
of New York, and State of New York, on the 27th day of August 1998.
THE TURKISH INVESTMENT FUND, INC. By /s/ STEFANIE V. CHANG
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Stefanie V. Chang
Vice President
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EXHIBIT INDEX
Exhibit No. Description Method of Filing
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2.b. By-Laws of the Registrant, as amended by the Filed herewith.
Board of Directors through June 24, 1998.
EXHIBIT 2.B.
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THE TURKISH INVESTMENT FUND, INC.
A Maryland Corporation
BY-LAWS
as amended by the Board of Directors
through June 24, 1998
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TABLE OF CONTENTS
Page
ARTICLE I Stockholders.................................................1
Section 1.1. Place of Meeting.............................................1
Section 1.2. Annual Meetings..............................................1
Section 1.3. Special Meetings.............................................1
Section 1.4. Notice of Meetings of Stockholders...........................2
Section 1.5. Record Dates.................................................3
Section 1.6. Quorum; Adjournment of Meetings..............................4
Section 1.7. Voting and Inspectors........................................5
Section 1.8. Conduct of Stockholders' Meetings............................6
Section 1.9. Concerning Validity of Proxies,
Ballots, etc............................................6
Section 1.10. Action Without Meeting.......................................7
Section 1.11. Advance Notice of Stockholder Nominees
for Director and Other
Stockholder Proposals...................................7
ARTICLE II Board of Directors..........................................13
Section 2.1. Function of Directors.......................................13
Section 2.2. Number of Directors.........................................13
Section 2.3. Classes of Directors........................................14
Section 2.4. Vacancies...................................................14
Section 2.5. Increase or Decrease in Number
of Directors...........................................15
Section 2.6. Place of Meeting............................................15
Section 2.7. Regular Meetings............................................15
Section 2.8. Special Meetings............................................16
Section 2.9. Notices.....................................................16
Section 2.10. Quorum......................................................16
Section 2.11. Executive Committee.........................................17
Section 2.12. Other Committees............................................18
Section 2.13. Telephone Meetings..........................................18
Section 2.14. Action Without a Meeting....................................18
Section 2.15. Compensation of Directors...................................19
Section 2.16. Selection and Nomination of
Non-Interested Directors...............................19
ARTICLE III Officers....................................................20
Section 3.1. Executive Officers..........................................20
Section 3.2. Term of Office..............................................20
Section 3.3. Powers and Duties...........................................21
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Page
Section 3.4. Surety Bonds................................................21
ARTICLE IV Capital Stock...............................................22
Section 4.1. Certificates for Shares.....................................22
Section 4.2. Transfer of Shares..........................................22
Section 4.3. Stock Ledgers...............................................22
Section 4.4. Transfer Agents and Registrars..............................22
Section 4.5. Lost, Stolen or Destroyed Certificates......................23
ARTICLE V Corporate Seal; Location of
Offices; Books; Net Asset Value.............................24
Section 5.1. Corporate Seal..............................................24
Section 5.2. Location of Offices.........................................24
Section 5.3. Books and Records...........................................24
Section 5.4. Annual Statement of Affairs.................................25
Section 5.5. Net Asset Value.............................................25
ARTICLE VI Fiscal Year and Accountant..................................25
Section 6.1. Fiscal Year.................................................25
Section 6.2. Accountant..................................................25
ARTICLE VII Indemnification and Insurance...............................26
Section 7.1. General.....................................................26
Section 7.2. Indemnification of Directors
and Officers...........................................26
Section 7.3. Insurance...................................................28
ARTICLE VIII Custodian...................................................29
ARTICLE IX Actions to Eliminate Discount...............................29
ARTICLE X Amendment of By-Laws........................................30
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THE TURKISH INVESTMENT FUND, INC.
By-Laws
ARTICLE I
Stockholders
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Section 1.1. Place of Meeting. All meetings of the stockholders should
be held at the principal office of the Corporation in the State of Maryland or
at such other place within the United States as may from time to time be
designated by the Board of Directors and stated in the notice of such meeting.
Section 1.2. Annual Meetings. The annual meeting of the stockholders of
the Corporation shall be held during the first six months of each year on such
date and at such hour as may from time to time be designated by the Board of
Directors and stated in the notice of such meeting, for the purpose of electing
directors for the ensuing year and for the transaction of such other business as
may properly be brought before the meeting.
Section 1.3. Special Meetings. Special meetings of the stockholders for
any purpose or purposes may be called by the Chairman of the Board, the
President, or a majority of the Board of Directors. Special meetings of
stockholders shall also be called by the Secretary upon receipt of the request
in writing signed by stockholders holding not less than 25% of the votes
entitled to be cast
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thereat. Such request shall state the purpose or purposes of the proposed
meeting and the matters proposed to be acted on at such proposed meeting. The
Secretary shall inform such stockholders of the reasonably estimated costs of
preparing and mailing such notice of meeting and upon payment to the Corporation
of such costs, the Secretary shall give notice as required in this Article to
all stockholders entitled to notice of such meeting. No special meeting of
stockholders need be called upon the request of the holders of common stock
entitled to cast less than a majority of all votes entitled to be cast at such
meeting 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 1.4. Notice of Meetings of Stockholders. Not less than ten
days' and not more than ninety days' written or printed notice of every meeting
of stockholders, stating the time and place thereof (and the purpose of any
special meeting), shall be given to each stockholder entitled to vote thereat
and to each other stockholder entitled to notice of the meeting by leaving the
same with such stockholder or at such stockholder's residence or usual place of
business or by mailing it, postage prepaid, and addressed to such stockholder at
such stockholder's address
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as it appears upon the books of the Corporation. If mailed, notice shall be
deemed to be given when deposited in the mail addressed to the stockholder as
aforesaid.
No notice of the time, place or purpose of any meeting of stockholders
need be given to any stockholder who attends in person or by proxy or to any
stockholder who, in writing executed and filed with the records of the meeting,
either before or after the holding thereof, waives such notice.
Section 1.5. Record Dates. The Board of Directors may fix, in advance,
a record date for the determination of stockholders entitled to notice of or to
vote at any stockholders meeting or to receive a dividend or be allotted rights
or for the purpose of any other proper determination with respect to
stockholders and only stockholders of record on such date shall be entitled to
notice of and to vote at such meeting or to receive such dividends or rights or
otherwise, as the case may be; provided, however, that such record date shall
not be prior to ninety days preceding the date of any such meeting of
stockholders, dividend payment date, date for the allotment of rights or other
such action requiring the determination of a record date; and further provided
that such record date shall not be prior to the close of business on the day the
record date
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is fixed, that the transfer books shall not be closed for a period longer than
20 days, and that in the case of a meeting of stockholders, the record date or
the closing of the transfer books shall not be less than ten days prior to the
date fixed for such meeting.
Section 1.6. Quorum; Adjournment of Meetings. The presence in person or
by proxy of stockholders entitled to cast a majority of the votes entitled to be
cast thereat shall constitute a quorum at all meetings of the stockholders
except as otherwise provided in the Articles of Incorporation. If, however, such
quorum shall not be present or represented at any meeting of the stockholders,
the holders of a majority of the stock present in person or by proxy shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of stock entitled to
vote at such meeting shall be present, to a date not more than 120 days after
the original record date. At such adjourned meeting at which the requisite
amount of stock entitled to vote thereat shall be represented, any business may
be transacted which might have been transacted at the meeting as originally
notified.
Any meeting of stockholders, annual or special, may adjourn from time
to time to reconvene at the same or
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some other place, and notice need not be given of any such adjourned meeting if
the time and place thereof are announced at the meeting at which the adjournment
is taken. At the adjourned meeting the Corporation may transact any business
which might have been transacted at the original meeting.
Section 1.7. Voting and Inspectors. At all meetings, stockholders of
record entitled to vote thereat shall have one vote for each share of common
stock standing in his name on the books of the Corporation (and such
stockholders of record holding fractional shares, if any, shall have
proportionate voting rights) on the date for the determination of stockholders
entitled to vote at such meeting, either in person or by proxy appointed by
instrument in writing subscribed by such stockholder or his duly authorized
attorney.
All elections shall be had and all questions decided by a majority of
the votes cast at a duly constituted meeting, except as otherwise provided by
statute or by the Articles of Incorporation or by these By-Laws.
At any election of Directors, the Chairman of the meeting may, and upon
the request of the holders of ten per cent (10%) of the stock entitled to vote
at such election shall, appoint two inspectors of election who shall first
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subscribe an oath or affirmation to execute faithfully the duties of inspectors
at such election with strict impartiality and according to the best of their
ability, and shall after the election make a certificate of the result of the
vote taken. No candidate for the office of Director shall be appointed such
Inspector.
Section 1.8. Conduct of Stockholders' Meetings. The meetings of the
stockholders shall be presided over by the Chairman of the Board, or if he is
not present, by the President, or if he is not present, by a Vice-President, or
if none of them is present, by a Chairman to be elected at the meeting. The
Secretary of the Corporation, if present, shall act as a Secretary of such
meetings, or if he is not present, an Assistant Secretary shall so act; if
neither the Secretary nor the Assistant Secretary is present, then the meeting
shall elect its Secretary.
Section 1.9. Concerning Validity of Proxies, Ballots, etc. At every
meeting of the stockholders, all proxies shall be received and taken in charge
of and all ballots shall be received and canvassed by the Secretary of the
meeting, who shall decide all questions touching the qualification of voters,
the validity of the proxies and the acceptance or rejection of votes, unless
inspectors of election shall have been appointed by the Chairman of the
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meeting, in which event such inspectors of election shall decide all such
questions.
Section 1.10. Action Without Meeting. Any action to be taken by
stockholders may be taken without a meeting if (1) all stockholders entitled to
vote on the matter consent to the action in writing, (2) all stockholders
entitled to notice of the meeting but not entitled to vote at it sign a written
waiver of any right to dissent and (3) said consents and waivers are filed with
the records of the meetings of stockholders. Such consent shall be treated for
all purposes as a vote at the meeting.
Section 1.11. Advance Notice of Stockholder Nominees for Director and
Other Stockholder Proposals.
(a) The matters to be considered and brought before any annual or
special meeting of stockholders of the Corporation shall be limited to only such
matters, including the nomination and election of directors, as shall be brought
properly before such meeting in compliance with the procedures set forth in this
Section 1.11.
(b) For any matter to be properly before any annual meeting of
stockholders, the matter must be (i) specified in the notice of annual meeting
given by or at the direction of the Board of Directors, (ii) otherwise brought
before the annual meeting by or at the direction of
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the Board of Directors or (iii) brought before the annual meeting in the manner
specified in this Section 1.11(b) by a stockholder of record or a stockholder (a
"Nominee Holder") that holds voting securities entitled to vote at meetings of
stockholders through a nominee or "street name" holder of record and can
demonstrate to the Corporation such indirect ownership and such Nominee Holder's
entitlement to vote such securities. In addition to any other requirements under
applicable law and the Certificate of Incorporation and By-Laws of the
Corporation, persons nominated by stockholders for election as directors of the
Corporation and any other proposals by stockholders shall be properly brought
before the meeting only if notice of any such matter to be presented by a
stockholder at such meeting of stockholders (the "Stockholder Notice") shall be
delivered to the Secretary of the Corporation at the principal executive office
of the Corporation not less than 60 nor more than 90 days prior to the first
anniversary date of the annual meeting for the preceding year; provided,
however, that, if and only if the annual meeting is not scheduled to be held
within a period that commences 30 days before such anniversary date and ends 30
days after such anniversary date (an annual meeting date outside such period
being referred to herein as an "Other Annual Meeting Date"), such
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Stockholder Notice shall be given in the manner provided herein by the later of
the close of business on (i) the date 60 days prior to such Other Meeting Date
or (ii) the 10th day following the date such Other Annual Meeting Date is first
publicly announced or disclosed. Any stockholder desiring to nominate any person
or persons (as the case may be) for election as a director or directors of the
Corporation shall deliver, as part of such Stockholder Notice: (i) a statement
in writing setting forth (A) the name of the person or persons to be nominated,
(B) the number and class of all shares of each class of stock of the Corporation
owned of record and beneficially by each such person, as reported to such
stockholder by such nominee(s), (C) the information regarding each such person
required by paragraph (b) of Item 22 of Rule 14a-101 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), adopted by the Securities
and Exchange Commission (or the corresponding provisions of any regulation or
rule subsequently adopted by the Securities and Exchange Commission applicable
to the Corporation), (D) whether such stockholder believes any nominee will be
an "interested person" of the Corporation (as defined in the Investment Company
Act of 1940, as amended) and, if not an "interested person", information
regarding each nominee that will be sufficient for the
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Corporation to make such determination, and (E) the number and class of all
shares of each class of stock of the Corporation owned of record and
beneficially by such stockholder; (ii) each such person's signed consent to
serve as a director of the Corporation if elected, such stockholder's name and
address; and (iii) in the case of a Nominee Holder, evidence establishing such
Nominee Holder's indirect ownership of, and entitlement to vote, securities at
the meeting of stockholders. Any stockholder who gives a Stockholder Notice of
any matter proposed to be brought before the meeting (not involving nominees for
director) shall deliver, as part of such Stockholder Notice, the text of the
proposal to be presented and a brief written statement of the reasons why such
stockholder favors the proposal and setting forth such stockholder's name and
address, the number and class of all shares of each class of stock of the
Corporation owned of record and beneficially by such stockholder, if applicable,
any material interest of such stockholder in the matter proposed (other than as
a stockholder) and, in the case of a Nominee Holder, evidence establishing such
Nominee Holder's indirect ownership of, and entitlement to vote, securities at
the meeting of stockholders. As used herein, shares "beneficially owned" shall
mean all shares which such person is deemed to
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beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act.
Notwithstanding anything in this Section 1.11(b) to the contrary, in
the event that the number of directors to be elected to the Board of Directors
of the Corporation is increased and either all of the nominees for director or
the size of the increased Board of Directors are not publicly announced or
disclosed by the Corporation at least 70 days prior to the first anniversary of
the preceding year's annual meeting, a Stockholder Notice shall also be
considered timely hereunder, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary of
the Corporation at the principal executive office of the Corporation not later
than the close of business on the 10th day following the first date all of such
nominees or the size of the increased Board of Directors shall have been
publicly announced or disclosed.
(c) Only such matters shall be properly brought before a special
meeting of stockholders as shall have been brought before the meeting pursuant
to the Corporation's notice of meeting. In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any
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stockholder may nominate a person or persons (as the case may be), for election
to such position(s) as specified in the Corporation's notice of meeting, if the
Stockholder Notice required by clause (b) of this Section 1.11 hereof shall be
delivered to the Secretary of the Corporation at the principal executive office
of the Corporation not later than the close of business on the 10th day
following the day on which the date of the special meeting and of the nominees
proposed by the Board of Directors to be elected at such meeting is publicly
announced or disclosed.
(d) For purposes of this Section 1.11, a matter shall be deemed to have
been "publicly announced or disclosed" if such matter is disclosed in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission.
(e) In no event shall the adjournment of an annual meeting, or any
announcement thereof, commence a new period for the giving of notice as provided
in this Section 1.11. This Section 1.11 shall not apply to stockholder proposals
made pursuant to Rule 14a-8 under the Exchange Act.
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(f) The person presiding at any meeting of stockholders, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall have the power and duty to determine whether notice of nominees
and other matters proposed to be brought before a meeting has been duly given in
the manner provided in this Section 1.11 and, if not so given, shall direct and
declare at the meeting that such nominees and other matters shall not be
considered.
ARTICLE II
Board of Directors
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Section 2.1. Function of Directors. The business and affairs of the
Corporation shall be conducted and managed by a Board of Directors. All powers
of the Corporation shall be exercised by the Board of Directors except as
conferred on or reserved to the stockholders by statute.
Section 2.2. Number of Directors. The Board of Directors shall consist
of not less than three nor more than fourteen Directors, as may be determined
from time to time by vote of a majority of the Directors then in office.
Directors need not be stockholders.
Section 2.3. Classes of Directors. The Directors shall be divided into
three classes, designated
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Class I, Class II and Class III. All classes shall be as nearly equal in number
as possible. The Directors as initially classified shall hold office for terms
as follows: the Class I Directors shall hold office until the date of the annual
meeting of stockholders in 1990 or until their successors shall be elected and
qualified; the Class II Directors shall hold office until the date of the annual
meeting of stockholders in 1991 or until their successors shall be elected and
qualified; and the Class III Directors shall hold office until the date of the
annual meeting of stockholders in 1992 or until their successors shall be
elected and qualified. Upon expiration of the term of office of each class as
set forth above, the Directors in each such class shall be elected for a term of
three years to succeed the Directors whose terms of office expire. Each Director
shall hold office until the expiration of his term and until his successor shall
have been elected and qualified, or until his death, or until he shall have
resigned, or until December 31 of the year in which he shall have reached
seventy-three years of age, or until he shall have been removed as provided by
statute or the Articles of Incorporation.
Section 2.4. Vacancies. In case of any vacancy in the Board of
Directors through death, resignation or
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other cause, other than an increase in the number of Directors, subject to the
provisions of law, a majority of the remaining Directors, although a majority is
less than a quorum, by an affirmative vote, may elect a successor to hold office
until the next annual meeting of stockholders or until his successor is chosen
and qualified.
Section 2.5. Increase or Decrease in Number of Directors. The Board of
Directors, by the vote of a majority of the entire Board, may increase the
number of Directors and may elect Directors to fill the vacancies created by any
such increase in the number of Directors until the next annual meeting of
stockholders or until their successors are duly chosen and qualified. The Board
of Directors, by the vote of a majority of the entire Board, may likewise
decrease the number of Directors to a number not less than three.
Section 2.6. Place of Meeting. The Directors may hold their meetings
within or outside the State of Maryland, at any office or offices of the
Corporation or at any other place as they may from time to time determine.
Section 2.7. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such time and on such notice as the Directors may
from time to time determine.
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The annual meeting of the Board of Directors shall be held as soon as
practicable after the annual meeting of the stockholders for the election of
Directors.
Section 2.8. Special Meetings. Special meetings of the Board of
Directors may be held from time to time upon call of the Chairman of the Board,
the President, the Secretary or two or more of the Directors, by oral or
telegraphic or written notice duly served on or sent or mailed to each Director
not less than one day before such meeting.
Section 2.9. Notices. Unless required by statute or otherwise
determined by resolution of the Board of Directors in accordance with these
By-Laws, notices to Directors need not be in writing and need not state the
business to be transacted at or the purpose of any meeting, and no notice need
be given to any Director who is present in person or to any Director who, in
writing executed and filed with the records of the meeting either before or
after the holding thereof, waives such notice. Waivers of notice need not state
the purpose or purposes of such meeting.
Section 2.10. Quorum. One-third of the Directors then in office shall
constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two Directors. If at any meeting of the Board
there shall be less than a quorum present, a majority of those
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present may adjourn the meeting from time to time until a quorum shall have been
obtained. The act of the majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Directors, except as may be
otherwise specifically provided by statute or by the Articles of Incorporation
or by these By-Laws.
Section 2.11. Executive Committee. The Board of Directors may appoint
from the Directors an Executive Committee to consist of such number of Directors
(not less than two) as the Board may from time to time determine. The Chairman
of the Committee shall be elected by the Board of Directors. The Board of
Directors shall have power at any time to change the members of such Committee
and may fill vacancies in the Committee by election from the Directors. When the
Board of Directors is not in session, to the extent permitted by law the
Executive Committee shall have and may exercise any or all of the powers of the
Board of Directors in the management and conduct of the business and affairs of
the Corporation. The Executive Committee may fix its own rules of procedure, and
may meet when and as provided by such rules or by resolution of the Board of
Directors, but in every case the presence of a majority shall be necessary to
constitute a quorum. During the absence of a member of
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the Executive Committee, the remaining members may appoint a member of the Board
of Directors to act in his place.
Section 2.12. Other Committees. The Board of Directors may appoint from
the Directors other committees which shall in each case consist of such number
of Directors (not less than two) and shall have and may exercise such powers as
the Board may determine in the resolution appointing them. A majority of all the
members of any such committee may determine its action and fix the time and
place of its meetings, unless the Board of Directors shall otherwise provide.
The Board of Directors shall have power at any time to change the members and
powers of any such committee, to fill vacancies and to discharge any such
committee.
Section 2.13. Telephone Meetings. Members of the Board of Directors or
a committee of the Board of Directors may participate in a meeting by means of a
conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time. Participation
in a meeting by these means, subject to the provisions of the Investment Company
Act, constitutes presence in person at the meeting.
Section 2.14. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken
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without a meeting, if a written consent to such action is signed by all members
of the Board or of such committee, as the case may be, and such written consent
is filed with the minutes of the proceedings of the Board or such committee.
Section 2.15. Compensation of Directors. No Director shall receive any
stated salary or fees from the Corporation for his services as such if such
Director is, otherwise than by reason of being such Director, an interested
person (as such term is defined by the Investment Company Act of 1940, as
amended) of the Corporation or of its investment manager or principal
underwriter. Except as provided in the preceding sentence, Directors shall be
entitled to receive such compensation from the Corporation for their services as
may from time to time be voted by the Board of Directors.
Section 2.16. Selection and Nomination of Non-Interested Directors.
Subject to approval by a majority of the directors of the Corporation, the
directors of the Corporation who are not interested persons of the Corporation
(as that term is defined in the Investment Company Act of 1940, as amended)
shall select and nominate the directors of the Corporation who are not
interested persons of the Corporation.
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ARTICLE III
Officers
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Section 3.1. Executive Officers. The executive officers of the
Corporation shall be chosen by the Board of Directors. These may include a
Chairman of the Board of Directors (who shall be a Director) and shall include a
President, a Secretary and a Treasurer. The Board of Directors or the Executive
Committee may also in its discretion appoint one or more Vice-Presidents,
Assistant Secretaries, Assistant Treasurers and other officers, agents and
employees, who shall have such authority and perform such duties as the Board or
the Executive Committee may determine. The Board of Directors may fill any
vacancy which may occur in any office. Any two offices, except those of
President and Vice-President, may be held by the same person, but no officer
shall execute, acknowledge or verify any instrument in more than one capacity,
if such instrument is required by law or these By-Laws to be executed,
acknowledged or verified by two or more officers.
Section 3.2. Term of Office. The term of office of all officers shall
be one year and until their respective successors are chosen and qualified. Any
officer may be removed from office at any time with or without cause by the vote
of a majority of the whole Board of Directors. Any
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officer may resign his office at any time by delivering a written resignation to
the Corporation and, unless otherwise specified therein, such resignation shall
take effect upon delivery.
Section 3.3. Powers and Duties. The officers of the Corporation shall
have such powers and duties as shall be stated in a resolution of the Board of
Directors, or the Executive Committee and, to the extent not so stated, as
generally pertain to their respective offices, subject to the control of the
Board of Directors and the Executive Committee.
Section 3.4. Surety Bonds. The Board of Directors may require any
officer or agent of the Corporation to execute a bond (including, without
limitation, any bond required by the Investment Company Act of 1940, as amended,
and the rules and regulations of the Securities and Exchange Commission) to the
Corporation in such sum and with such surety or sureties as the Board of
Directors may determine, conditioned upon the faithful performance of his duties
to the Corporation, including responsibility for negligence and for the
accounting of any of the Corporation's property, fund or securities that may
come into his hands.
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ARTICLE IV
Capital Stock
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Section 4.1. Certificates for Shares. Each stockholder of the
Corporation shall be entitled to a certificate or certificates for the full
shares of stock of the Corporation owned by him in such form as the Board may
from time to time prescribe.
Section 4.2. Transfer of Shares. Shares of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in person or
by his duly authorized attorney or legal representative, upon surrender and
cancellation of certificates, if any, for the same number of shares, duly
endorsed or accompanied by proper instruments of assignment and transfer, with
such proof of the authenticity of the signature as the Corporation or its agents
may reasonably require; in the case of shares not represented by certificates,
the same or similar requirements may be imposed by the Board of Directors.
Section 4.3. Stock Ledgers. The stock ledgers of the Corporation,
containing the names and addresses of the stockholders and the number of shares
held by them respectively, shall be kept at the principal offices of the
Corporation or, if the Corporation employs a Transfer Agent, at the offices of
the Transfer Agent of the Corporation.
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Section 4.4. Transfer Agents and Registrars. The Board of Directors may
from time to time appoint or remove transfer agents and/or registrars of
transfers of shares of stock of the Corporation, and it may appoint the same
person as both transfer agent and registrar. Upon any such appointment being
made all certificates representing shares of capital stock thereafter issued
shall be countersigned by one of such transfer agents or by one of such
registrars of transfers or by both and shall not be valid unless so
countersigned. If the same person shall be both transfer agent and registrar,
only on countersignature by such person shall be required.
Section 4.5. Lost, Stolen or Destroyed Certificates. The Board of
Directors or the Executive Committee or any officer or agent authorized by the
Board of Directors or Executive Committee may determine the conditions upon
which a new certificate of stock of the Corporation of any class may be issued
in place of a certificate which is alleged to have been lost, stolen or
destroyed; and may, in its discretion, require the owner of such certificate or
such owner's legal representative to give bond, with sufficient surety, to the
Corporation and each Transfer Agent, if any, to indemnify it and each such
Transfer Agent against any and all loss or claims which may
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arise by reason of the issue of a new certificate in the
place of the one so lost, stolen or destroyed.
ARTICLE V
Corporate Seal; Location of
Offices; Books; Net Asset Value
-------------------------------
Section 5.1. Corporate Seal. The Board of Directors may provide for a
suitable corporate seal, in such form and bearing such inscriptions as it may
determine. Any officer or director shall have the authority to affix the
corporate seal. If the corporation is required to place its corporate seal to a
document, it shall be sufficient to place the word "(seal)" adjacent to the
signature of the authorized officer of the Corporation signing the document.
Section 5.2. Location of Offices. The Corporation shall have a
principal office in the State of Maryland. The Corporation may, in addition,
establish and maintain such other offices as the Board of Directors or any
officer may, from time to time, determine.
Section 5.3. Books and Records. The books and records of the
Corporation shall be kept at the places, within or without the State of
Maryland, as the directors or any officer may determine; provided, however, that
the original or a certified copy of the by-laws, including any
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amendments to them, shall be kept at the Corporation's principal executive
office.
Section 5.4. Annual Statement of Affairs. The President or any other
executive officer of the Corporation shall prepare annually a full and correct
statement of the affairs of the Corporation, to include a balance sheet and a
financial statement of operations for the preceding fiscal year. The statement
of affairs should be submitted at the annual meeting of stockholders and, within
20 days of the meeting, placed on file at the Corporation's principal office.
Section 5.5. Net Asset Value. The value of the Corporation's net assets
shall be determined at such times and by such method as shall be established
from time to time by the Board of Directors.
ARTICLE VI
Fiscal Year and Accountant
--------------------------
Section 6.1. Fiscal Year. The fiscal year of the Corporation, unless
otherwise fixed by resolution of the Board of Directors, shall begin on the
first day of November and shall end on the last day of October in each year.
Section 6.2. Accountant. The Corporation shall employ an independent
public accountant or a firm of independent public accountants as its Accountants
to examine
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the accounts of the Corporation and to sign and certify financial statements
filed by the Corporation. The employment of the Accountant shall be conditioned
upon the right of the Corporation to terminate the employment forthwith without
any penalty by vote of a majority of the outstanding voting securities at any
stockholders' meeting called for that purpose.
ARTICLE VII
Indemnification and Insurance
-----------------------------
Section 7.1. General. The Corporation shall indemnify directors,
officers, employees and agents of the Corporation against judgments, fines,
settlements and expenses to the fullest extent authorized and in the manner
permitted, by applicable federal and state law.
Section 7.2. Indemnification of Directors and Officers. The Corporation
shall indemnify to the fullest extent permitted by law (including the Investment
Company Act of 1940) as currently in effect or as the same may hereafter be
amended, any person made or threatened to be made a party to any action, suit or
proceeding, whether criminal, civil, administrative or investigative, by reason
of the fact that such person or such person's testator or intestate is or was a
director or officer of the Corporation or serves or served at the request of the
Corporation any
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other enterprise as a director or officer. To the fullest extent permitted by
law (including the Investment Company Act of 1940) as currently in effect or as
the same may hereafter be amended, expenses incurred by any such person in
defending any such action, suit or proceeding shall be paid or reimbursed by the
Corporation promptly upon receipt by it of an undertaking of such person to
repay such expenses if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation. The rights provided to any person
by this Article VII shall be enforceable against the Corporation by such person
who shall be presumed to have relied upon it in serving or continuing to serve
as a director or officer as provided above. No amendment of this Article VII
shall impair the rights of any person arising at any time with respect to events
occurring prior to such amendment. For purposes of this Article VII, the term
"Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent) absorbed by
the Corporation in a consolidation or merger; the term "other enterprises" shall
include any corporation, partnership, joint venture, trust or employee benefit
plan; service "at the request of the Corporation" shall include service as a
director or officer of the Corporation which imposes
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duties on, or involves services by, such director or officer with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be deemed to
be indemnifiable expenses; and action by a person with respect to any employee
benefit plan which such person reasonably believes to be in the interest of the
participants and beneficiaries of such plan shall be deemed to be action not
opposed to the best interests of the Corporation.
Section 7.3. Insurance. Subject to the provisions of the Investment
Company Act of 1940, the Corporation, directly, through third parties or through
affiliates of the Corporation, may purchase, or provide through a trust fund,
letter of credit or surety bond insurance on behalf of any person who is or was
a Director, officer, employee or agent of the Corporation, or who, while a
Director, officer, employee or agent of the Corporation, is or was serving at
the request of the Corporation as a Director, officer, employee, partner,
trustee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against and
incurred by such person in any such capacity or arising out of such person's
position, whether
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or not the Corporation would have the power to indemnify such person against
such liability.
ARTICLE VIII
Custodian
---------
The Corporation shall have as custodian or custodians one or more trust
companies or banks of good standing, foreign or domestic, as may be designated
by the Board of Directors, subject to the provisions of the Investment Company
Act of 1940, as amended, and other applicable laws and regulations; and the
funds and securities held by the Corporation shall be kept in the custody of one
or more such custodians, provided such custodian or custodians can be found
ready and willing to act, and further provided that the Corporation and/or the
Custodians may employ such subcustodians as the Board of Directors may approve
and as shall be permitted by law.
ARTICLE IX
Actions to Eliminate Discount
-----------------------------
If for a fiscal quarter during or after the fifth year following the
initial public offering of shares of the Fund, the average discount from net
asset value at which shares of the Fund's Common Stock trade is substantial, as
determined by the Board of Directors, the Board of Directors shall consider, at
its next regularly scheduled quarterly
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meeting, taking various actions designed to eliminate the discount, including,
but not limited to, periodic repurchases of shares or amendments to the Fund's
Articles of Incorporation to convert the Fund to an open-end investment company.
ARTICLE X
Amendment of By-Laws
--------------------
The By-Laws of the Corporation may be altered, amended, added to or
repealed only by majority vote of the entire Board of Directors.
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