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SIGNATURE MICHAEL A. PIGNATARO
TITLE CFO
<TABLE> <S> <C>
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<NAME> THE INDONESIA FUND, INC
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Report of Independent Accountants
To the Board of Directors and Shareholders
of The Indonesia Fund, Inc.:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statemenots of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of The
Indonesia Fund, Inc. (the "Fund") at December 31, 1999, the results of
its operations for the year then ended, the changes in its net assets
for each of the two years in the period then ended and the financial
highlights for each of the periods presented, in conformity with accounting
principles generally accepted in the United States. These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these financial statements
in accordance with auditing standards generally accepted in the United
States, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
December 31, 1999 by correspondence with the custodian, provide a reasonable
basis for the opinion expressed above.
Pricewaterhouse Coopers LLP
2400 Eleven Penn Center
Philadelphia, PA
February 15, 2000
AMENDED AND RESTATED BYLAWS
OF
THE INDONESIA FUND, INC.
BYLAW-ONE: NAME OF COMPANY, LOCATION OF OFFICES AND SEAL.
Article 1.1. Name. The name of the Company is The Indonesia 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 1991, 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 or 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
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0097946.07
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0097946.07
