AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 1998
SECURITIES ACT FILE NO._________
Investment Company Act File No. 811-06111
===============================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
REGISTRATION STATEMENT <square>
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. <square>
POST-EFFECTIVE AMENDMENT NO. <square>
AND/OR
REGISTRATION STATEMENT <square>
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 14 <checked-box>
(CHECK APPROPRIATE BOX OR BOXES)
________________________________
THE MEXICO EQUITY AND
INCOME FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
WORLD FINANCIAL CENTER
200 LIBERTY STREET
NEW YORK, NEW YORK 10281
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(212) 667-5014
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
______________________________
ALAN H. RAPPAPORT, CHAIRMAN
THE MEXICO EQUITY AND INCOME FUND, INC.
WORLD FINANCIAL CENTER
200 LIBERTY STREET
NEW YORK, NEW YORK 10281
(NAME AND ADDRESS OF AGENT FOR SERVICE)
______________________________
WITH COPIES TO:
LAURENCE E. CRANCH, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
===============================================================================
<PAGE>
EXPLANATORY NOTE
This filing is made solely for the purpose of filing as an Exhibit
the Amended and Restated By-Laws of The Mexico Equity and Income
Fund, Inc.
<PAGE>
PART C. - OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) FINANCIAL STATEMENTS
Portfolio of Investments at July 31, 1994.<dagger>
Statement of Assets and Liabilities at July 31, 1994.<dagger>
Statement of Operations for the fiscal year ended July 31,
1994.<dagger>
Statement of Changes in Net Assets for each of the two fiscal years
ended July 31, 1994 and 1993.<dagger>
Financial Highlights.<dagger>
Notes to Financial Statements.<dagger>
Report of Independent Accountants dated September 23, 1994.<dagger>
Portfolio of Investments at January 31, 1995
(Unaudited).<dagger><dagger>
Statement of Assets and Liabilities at January 31, 1995
(Unaudited).<dagger><dagger>
Statement of Operations for the six months ended January 31, 1995
(Unaudited).<dagger><dagger>
Statement of Changes in Net Assets for the six months ended January 31,
1995 (Unaudited) and for the fiscal year ended July 31,
1994.<dagger><dagger>
Financial Highlights.<dagger><dagger>
Notes to Financial Statements.<dagger><dagger>
_____________
<dagger> Previously incorporated by reference to the Fund's Annual Report for
the year ended July 31, 1994, filed on October 3, 1994.
<dagger><dagger> Previously incorporated by reference to the Fund's Semi-Annual
Report for the six months ended January 31, 1995, filed on March 31,
1995.
(2) EXHIBITS
(a)(1) -- Articles of Incorporation (previously filed as Exhibit 1
to the Registrant's Registration Statement on Form N-2
(File No. 33-35089)).
(a)(2) -- Articles of Amendment to the Articles of Incorporation
(previously filed as Exhibit (1)(b) to Pre-Effective
Amendment Nos. 2 and 3 to the Registrant's Registration
Statement on Form N-2 (File No. 33-35089)).
(b) -- Amended and Restated By-Laws.{*}
(c) -- Inapplicable.
(d)(1) -- Specimen certificate for Common Stock, par value $.001
per share (previously filed as Exhibit 4 to Pre-Effective
Amendment No. 4 to the Registrant's Registration Statement
on Form N-2 (File No. 33-35089)).
(d)(2) -- Form of Subscription Certificate (previously filed as
Appendix B to the Prospectus filed with Pre-Effective
Amendment No. 3 to the Registrant's Registration Statement
on Form N-2 (File No. 33-83820)).
(d)(3) -- Form of Notice of Guaranteed Delivery (previously filed
as Appendix C to the Prospectus filed with Pre-Effective
Amendment No. 3 to the Registrant's Registration Statement
on Form N-2 (File No. 33-83820)).
(d)(4) -- Form of Nominee Holder Oversubscription Exercise Form
(previously filed as Appendix D to the Prospectus filed
with Pre-Effective Amendment No. 3 to the Registrant's
Registration Statement on Form N-2 (File No. 33-83820)).
<PAGE>
(d)(5) -- Form of Subscription Agent Agreement between the Fund and
PNC Bank, National Association (previously filed as Exhibit
(d)(5) to Pre-Effective Amendment No. 3 to the Registrant's
Registration Statement on Form N-2 (File No. 33-83820)).
(d)(6) -- Form of Information Agent Agreement between the Fund and
Shareholder Communications Corporation (previously filed as
Exhibit (d)(6) to Pre-Effective Amendment No. 3 to the
Registrant's Registration Statement on Form N-2 (File No.
33-83820)).
(e) -- Dividend Reinvestment Plan (previously filed as Exhibit
10(b) to Post-Effective Amendment No. 5 on Form N-2 to the
Registration Statement under the Investment Company Act
filed on November 27, 1991 (File No. 811-06111)).
(f) -- Inapplicable.
(g)(1) -- Investment Advisory Agreement dated as of October 14,
1991 between the Registrant and Acci Worldwide, S.A. de
C.V. (previously filed as Exhibit 6(a) to Post-Effective
Amendment No. 5 on Form N-2 to the Registration Statement
under the Investment Company Act filed on November 27, 1991
(File No. 811-06111)).
(g)(2) -- U.S. Co-Advisory Agreement dated as of August 14, 1990
between the Registrant and Advantage Advisers, Inc.
(previously filed as Exhibit 6(b) to Post-Effective
Amendment No. 5 on Form N-2 to the Registration Statement
under the Investment Company Act filed on November 27, 1991
(File No. 811-06111)).
(h)(1) -- Form of Dealer Manager Agreement between the Fund and
Oppenheimer & Co., Inc. (previously filed as Exhibit (h)(1)
to Pre-Effective Amendment No. 3 to the Registrant's
Registration Statement on Form N-2 (File No. 33-83820)).
(h)(2) -- Form of Soliciting Dealer Agreement between the Fund and
Soliciting Dealers (previously filed as Exhibit (h)(2) to
Pre-Effective Amendment No. 3 to the Registrant's
Registration Statement on Form N-2 (File No. 33-83820)).
(h)(3) -- Form of Selling Group Agreement between the Dealer
Manager and Selling Group Members (previously filed as
Exhibit (h)(3) to Pre-Effective Amendment No. 3 to the
Registrant's Registration Statement on Form N-2 (File No.
33-83820)).
(i) -- Inapplicable.
(j)(1) -- Custodian Services Agreement dated as of August 13, 1990
between Registrant and PNC Bank, National Association
(previously filed as Exhibit 9(a) to Post-Effective
Amendment No. 5 on Form N-2 to the Registration Statement
under the Investment Company Act filed on November 27, 1991
(File No. 811-06111)).
(j)(2) -- Sub-Custodian Agreement dated as of August 21, 1990 among
Citibank, N.A., the Registrant and PNC Bank, National
Association (previously filed as Exhibit 9(b) to Post-
Effective Amendment No. 5 on Form N-2 to the Registration
Statement under the Investment Company Act filed on
November 27, 1991 (File No. 811-06111)).
(k)(1) -- Transfer Agency Services Agreement dated as of August 14,
1990 between Registrant and PNC Bank, National Association
(previously filed as Exhibit 10(a) to Post-Effective
Amendment No. 5 on Form N-2 to the Registration Statement
under the Investment Company Act filed on November 27, 1991
(File No. 811-06111)).
(k)(2) -- Administration Agreement dated as of August 14, 1990
between Registrant and Oppenheimer & Co., Inc. (previously
filed as Exhibit 10(c) to Post-Effective Amendment No. 5 on
Form N-2 to the Registration Statement under the Investment
Company Act filed on November 27, 1991 (File No. 811-
06111)).
(k)(3) -- Sub-Administration Agreement and Accounting Services
Agreement dated as of August 14, 1990 by and between
Oppenheimer & Co., Inc. and PFPC Inc. (previously filed as
Exhibit 10(d) to Post-Effective Amendment No. 5 on Form N-2
<PAGE>
to the Registration Statement under the Investment Company
Act filed on November 27, 1991 (File No. 811-06111)).
(l)(1) -- Opinion and Consent of Rogers & Wells (previously filed
as Exhibit (l)(1) to Pre-Effective Amendment No. 3 to the
Registrant's Registration Statement on Form N-2 (File No.
33-83820)).
(l)(2) -- Opinion and Consent of Piper & Marbury L.L.P. (previously
filed as Exhibit (l)(2) to Pre-Effective Amendment No. 3 to
the Registrant's Registration Statement on Form N-2 (File
No. 33-83820)).
(l)(3) -- Opinion and Consent of Ritch, Heather y Mueller, S.C.
(previously filed as Exhibit (l)(3) to Pre-Effective
Amendment No. 3 to the Registrant's Registration Statement
on Form N-2 (File No. 33-83820)).
(m) -- Irrevocable Appointment of Agent for Service of Process,
Pleadings and Other Papers by Corporation Non-Resident
Investment Adviser by Acci Worldwide, S.A. de C.V.
(previously filed on Form 5-R on June 28, 1990 (File No.
801-37171)).
(n) -- Consent of Independent Accountants (previously filed as
Exhibit (n) to Pre-Effective Amendment No. 3 to the
Registrant's Registration Statement on Form N-2 (File No.
33-83820)).
(o) -- Inapplicable.
(p) -- Inapplicable.
(q) -- Inapplicable.
_______________
{*} Filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Amendment to the 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 21st day of
July, 1998.
THE MEXICO EQUITY AND INCOME FUND, INC.
By: /S/ ALAN H. RAPPAPORT
_________________________________
Alan H. Rappaport
Chairman
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit DESCRIPTION OF DOCUMENT Location of Exhibit
NUMBER in Sequential
NUMBERING SYSTEM
<S> <C> <C>
1 Amended and Restated By-Laws 2(b)
</TABLE>
Exhibit 2(b)
THE MEXICO EQUITY AND INCOME FUND, INC.
A Maryland Corporation
AMENDED AND RESTATED BY-LAWS
June 30, 1998
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I Stockholders .................................. 1
Section 1. Place of Meeting ......................... 1
Section 2. Annual Meetings .......................... 1
Section 3. Special or Extraordinary Meetings ........ 1
Section 4. Notice of Meetings of Stockholders ....... 2
Section 5. Record Dates ............................. 3
Section 6. Quorum, Adjournment of Meetings .......... 3
Section 7. Voting and Inspectors .................... 4
Section 8. Conduct of Stockholders' Meetings ........ 4
Section 9. Concerning Validity of Proxies, Ballots,
etc....................................... 5
Section 10. Action Without Meeting ................... 5
Section 11. Matters To Be Acted On at Stockholders
Meetings ................................. 5
ARTICLE II Board of Directors ............................ 9
Section 1. Number and Tenure of Office .............. 9
Section 2. Vacancies ................................ 10
Section 3. Increase or Decrease in Number of Directors 10
Section 4. Place of Meeting ......................... 10
Section 5. Regular Meetings ......................... 11
Section 6. Special Meetings; Waiver of Notice ....... 11
Section 7. Quorum ................................... 11
Section 8. Executive Committee ...................... 12
Section 9. Other Committees ......................... 12
Section 10. Telephone Meetings ....................... 13
Section 11. Action Without a Meeting ................. 13
Section 12. Compensation of Directors ................ 13
ARTICLE III Officers ...................................... 14
Section 1. Executive Officers ....................... 14
Section 2. Term of Office ........................... 14
Section 3. Powers and Duties ........................ 15
Section 4. Surety Bonds ............................. 15
ARTICLE IV Capital Stock ................................. 15
Section 1. Certificates for Shares .................. 15
Section 2. Transfer of Shares ....................... 16
Section 3. Stock Ledgers ............................ 16
Section 4. Transfer Agents and Registrars ........... 16
Section 5. Lost, Stolen or Destroyed Certificates ... 17
ARTICLE V Corporate Seal ................................ 17
ARTICLE VI Fiscal Year and Accountant .................... 17
Section 1. Fiscal Year .............................. 17
Section 2. Accountant ............................... 17
ARTICLE VII Indemnification ............................... 18
ARTICLE VIII Amendment of By-Laws .......................... 18
THE MEXICO EQUITY AND INCOME FUND, INC.
Amended and Restated By-Laws
June 30, 1998
ARTICLE I
STOCKHOLDERS
Section 1. PLACE OF MEETING. All meetings of the
stockholders shall be held at the principal office of the Corporation in
the State of Maryland or at such other place within the United States as
may from time to time be designated by the Board of Directors and stated in
the notice of such meeting.
Section 2. ANNUAL MEETINGS. The annual meeting of the
stockholders of the Corporation shall be held during the month of May, or
such other month as the Board of Directors may select, in each year, on
such date and at such hour as may from time to time be designated by the
Board of Directors and stated in the notice of such meeting, for the
purpose of electing directors for the ensuing year and for the transaction
of such other business as may properly be brought before the meeting.
Section 3. SPECIAL OR EXTRAORDINARY MEETINGS. Special or
extraordinary meetings of the stockholders for any purpose or purposes may
be called by the Chairman, the President or a majority of the Board of
Directors, and shall be called by the Secretary upon receipt of the request
in writing signed by stockholders holding not less than 50% of the common
stock issued and outstanding and entitled to vote thereat. Such request
shall state the purpose or purposes of the proposed meeting. The Secretary
shall inform such stockholders of the reasonably estimated costs of
preparing and mailing such notice of meeting and upon payment to the
<PAGE>
Corporation of such costs, the Secretary shall give notice stating the
purpose or purposes of the meeting as required in this Article and By-Law
to all stockholders entitled to notice of such meeting. No special meeting
need be called upon the request of the holders of shares 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 4. NOTICE OF MEETINGS OF STOCKHOLDERS. Not less than
ten days' and not more than ninety days' written or printed notice of every
meeting of stockholders, stating the time and place thereof (and the
general nature of the business proposed to be transacted at any special or
extraordinary meeting), shall be given to each stockholder entitled to vote
thereat by leaving the same with such stockholder or at such stockholder's
residence or usual place of business or by mailing it, postage prepaid, and
addressed to such stockholder at such stockholder's address as it appears
upon the books of the Corporation. If mailed, notice shall be deemed to be
given when deposited in the United States mail addressed to the stockholder
as aforesaid.
No notice of the time, place or purpose of any meeting of
stockholders need be given to any stockholder who attends in person or by
proxy or to any stockholder who, in writing executed and filed with the
records of the meeting, either before or after the holding thereof, waives
such notice.
2
<PAGE>
Section 5. RECORD DATES. The Board of Directors may fix, in
advance, a date not exceeding sixty days preceding the date of any meeting
of stockholders, any dividend payment date or any date for the allotment of
rights, as a record date for the determination of the stockholders entitled
to notice of and to vote at such meeting or entitled to receive such
dividends or rights, as the case may be; and only stockholders of record on
such date shall be entitled to notice of and to vote at such meeting or to
receive such dividends or rights, as the case may be. In the case of a
meeting of stockholders, such date shall not be less than ten days prior to
the date fixed for such meeting.
Section 6. QUORUM, ADJOURNMENT OF MEETINGS. The presence in
person or by proxy of the holders of record of a majority of the shares of
the common stock of the Corporation issued and outstanding and entitled to
vote thereat shall constitute a quorum at all meetings of the stockholders
except as otherwise provided 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. 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.
3
<PAGE>
Section 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 percent (10%) of the stock
entitled to vote at such election shall, appoint two inspectors of election
who shall first subscribe an oath or affirmation to execute faithfully the
duties of inspectors at such election with strict impartiality and
according to the best of their ability, and shall after the election make a
certificate of the result of the vote taken. No candidate for the office
of Director shall be appointed such Inspector.
Section 8. CONDUCT OF STOCKHOLDERS' MEETINGS. The meetings
of the stockholders shall be presided over by the Chairman, 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.
4
<PAGE>
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 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 meeting, in which event such inspectors of election
shall decide all such questions.
Section 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 11. MATTERS TO BE ACTED ON AT STOCKHOLDERS MEETINGS
(a) ANNUAL MEETINGS OF STOCKHOLDERS.
(1) Nominations of persons for election to the Board
of Directors and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders only if made
5
<PAGE>
(i) pursuant to the Corporation's notice of meeting, (ii) by or at the
direction of the Board of Directors or (iii) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this Section 11(a), who is entitled to vote at the meeting
and who complied with the notice procedures set forth in this Section
11(a).
(2) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (iii)
of paragraph (a)(1) of this Section 11, the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a stockholder's notice shall be delivered to the Secretary at
the principal executive offices of the Corporation not less than 60 days
nor more than 90 days prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date
of the annual meeting is advanced by more than 30 days or delayed by more
than 60 days from such anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the 90th day prior to such
annual meeting and not later than the close of business on the later of the
60th day prior to such annual meeting or the tenth day following the day on
which public announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (i) as to each person whom the
stockholder proposes to nominate for election or reelection as a director,
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities
6
<PAGE>
Exchange Act of 1934, as amended (the "Exchange Act") (including such
person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); (ii) as to any other business
that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material
interest in such business of such stockholder and of the beneficial owners,
if any, on whose behalf the proposal is made; and (iii) as to the
stockholder giving the notice and the beneficial owners, if any, on whose
behalf the nomination or proposal is made, (x) the name and address of such
stockholder, as they appear on the Corporation's books, and of such
beneficial owners, if any, and (y) the class and number of shares of stock
of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owners, if any.
(3) Notwithstanding anything in the second sentence of
paragraph (a)(2) of this Section 11 to the contrary, in the event that the
number of directors to be elected to the Board of Directors is increased
and there is no public announcement naming all of the nominees for director
or specifying the size of the increased Board of Directors made by the
Corporation at least 70 days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required by
paragraph (a)(2) of this Section 11 shall also be considered timely, but
only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal
7
<PAGE>
executive offices of the Corporation not later than the close of business
on the tenth day following the day on which such public announcement is
first made by the Corporation.
(b) SPECIAL MEETINGS OF STOCKHOLDERS.
(1) Only such business shall be conducted at a special
meeting of stockholders as shall have been brought before the meeting
pursuant to the Corporation's notice of meeting.
(2) Nominations of persons for election to the Board
of Directors may be made at a special meeting of stockholders at which
directors are to be elected (i) pursuant to the Corporation's notice of
meeting, (ii) by or at the direction of the Board of Directors or (iii)
provided that the Board of Directors has determined that directors shall be
elected at such special meeting, by any stockholder of the Corporation who
(x) has given timely notice thereof meeting the requirements of Section
11(b)(3), (y) is a stockholder of record at the time of giving of such
notice, and (z) is entitled to vote at the meeting.
(3) To be timely, a stockholder's notice referred to
in Section 11(b)(2) must have been delivered to the Secretary of the
Corporation at the principal executive offices of the Corporation not
earlier than the 90th day prior to such special meeting and not later than
the close of business on the later of the 60th day prior to such special
meeting or the tenth day following the day on which public announcement is
made of the date of the special meeting and of the nominees proposed by the
Board of Directors to be elected at such meeting. Such stockholder's
notice shall set forth (i) as to each person whom the stockholder proposes
8
<PAGE>
to nominate for election or reelection as a director, all information
relating to such person that is required to be disclosed in solicitations
of proxies for election of directors, or is otherwise required, in each
case pursuant to Regulation 14A under the Exchange Act (including such
person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); and (ii) as to the stockholder
giving the notice and the beneficial owners, if any, on whose behalf the
nomination or proposal is made, (x) the name and address of such
stockholder, as they appear on the Corporation's books, and of such
beneficial owners, if any, and (y) the class and number of shares of stock
of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owners, if any.
(c) DECLARATION REGARDING IMPROPER BUSINESS. The Chairman
of an annual or special meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 11, and if he
should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
ARTICLE II
BOARD OF DIRECTORS
Section 1. NUMBER AND TENURE OF OFFICE. The business and
affairs of the Corporation shall be conducted and managed by a Board of
Directors of not more than fourteen Directors or less than the number
prescribed by the Maryland General Corporation Law, as may be determined
9
<PAGE>
from time to time by vote of a majority of the Directors then in office.
Directors need not be stockholders.
Section 2. VACANCIES. In case of any vacancy in the Board of
Directors through death, resignation or other cause, other than an increase
in the number of Directors, a majority of the remaining Directors, although
a majority is less than a quorum, by an affirmative vote, may elect a
successor to hold office until the next annual meeting of stockholders or
until his successor is chosen and qualifies.
Section 3. INCREASE OR DECREASE IN NUMBER OF DIRECTORS. The
Board of Directors, by the vote of a majority of the entire Board, may
increase the number of Directors and may elect Directors to fill the
vacancies created by any such increase in the number of Directors until the
next annual meeting or until their successors are duly chosen and
qualified. The Board of Directors, by the vote of a majority of the entire
Board, may likewise decrease the number of Directors to a number not less
than the number prescribed by the Maryland General Corporation Law.
Section 4. PLACE OF MEETING. The Directors may hold their
meetings, have one or more offices, and keep the books of the Corporation,
outside the State of Maryland, at any office or offices of the Corporation
or at any other place as they may from time to time by resolution
determine, or in the case of meetings, as they may from time to time by
resolution determine or as shall be specified or fixed in the respective
notices or waivers of notice thereof.
10
<PAGE>
Section 5. REGULAR MEETINGS. Regular meetings of the Board
of Directors shall be held at such time and on such notice as the Directors
may from time to time determine.
The annual meeting of the Board of Directors shall be held as
soon as practicable after the annual meeting of the stockholders for the
election of Directors.
Section 6. SPECIAL MEETINGS; WAIVER OF NOTICE. Special
meetings of the Board of Directors may be held from time to time upon call
of the Chairman, 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. No
notice need be given to any Director who attends in person or to any
Director who, in writing executed and filed with the records of the meeting
either before or after the holding thereof, waives such notice. Such
notice or waiver of notice need not state the purpose or purposes of such
meeting.
Section 7. QUORUM. One-third of the Directors then in office
shall constitute a quorum for the transaction of business, provided that if
the Board of Directors consists of two or more Directors, a quorum shall in
no case be less than two Directors. If at any meeting of the Board there
shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum shall have been
obtained. The act of the majority of the Directors present at any meeting
at which there is a quorum shall be the act of the Directors, except as may
be otherwise specifically provided by statute or by the Articles of
Incorporation or by these By-Laws.
11
<PAGE>
Section 8. EXECUTIVE COMMITTEE. The Board of Directors may,
by the affirmative vote of a majority of the whole Board, appoint from the
Directors an Executive Committee to consist of such number of Directors as
the Board may from time to time determine. The Chairman of the Committee
shall be elected by the Board of Directors. The Board of Directors by such
affirmative vote shall have power at any time to change the members of such
Committee and may fill vacancies in the Committee by election from the
Directors. When the Board of Directors is not in session, to the extent
permitted by law the Executive Committee shall have and may exercise any or
all of the powers of the Board of Directors in the management of the
business and affairs of the Corporation. The Executive Committee may fix
its own rules of procedure, and may meet when and as provided by such rules
or by resolution of the Board of Directors, but in every case the presence
of a majority shall be necessary to constitute a quorum. During the
absence of a member of the Executive Committee, the remaining members may
appoint a member of the Board of Directors to act in his place.
Section 9. OTHER COMMITTEES. The Board of Directors, by the
affirmative vote of a majority of the whole Board, may appoint from the
Directors other committees which shall in each case consist of such number
of Directors (which may be as few as one) 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
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at any time to change the members and powers of any such committee, to fill
vacancies and to discharge any such committee.
Section 10. 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. Subject to the provisions of the Investment Company Act
of 1940, as amended, participation in a meeting by these means constitutes
presence in person at the meeting.
Section 11. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or any
committee thereof may be taken without a meeting, if a written consent to
such action is signed by all members of the Board or of such committee, as
the case may be, and such written consent is filed with the minutes of the
proceedings of the Board or such committee.
Section 12. 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,
investment adviser 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. Notwithstanding anything herein
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to the contrary, the Corporation may reimburse any Director for travel
expenses incurred by such Director to the extent such expenses relate to
attendance at meetings of the Board of Directors or any committee thereof.
ARTICLE III
OFFICERS
Section 1. EXECUTIVE OFFICERS. The executive officers of the
Corporation shall be chosen by the Board of Directors as soon as may be
practicable after the annual meeting of the stockholders. These may
include a Chairman (who shall be a Director) and shall include a President
(who shall be a Director), one or more Vice-Presidents (the number thereof
to be determined by the Board of Directors), a Secretary and a Treasurer.
The Board of Directors or the Executive Committee may also in its
discretion appoint Assistant Secretaries, Assistant Treasurers and other
officers, agents and employees, who shall have such authority and perform
such duties as the Board or the Executive Committee may determine. The
Board of Directors may fill any vacancy which may occur in any office. Any
two offices, except those of President and Vice-President, may be held by
the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument is required by law
or these By-Laws to be executed, acknowledged or verified by two or more
officers.
Section 2. TERM OF OFFICE. The term of office of all
officers shall be one year and until their respective successors are chosen
and qualified. Any officer may be removed from office at any time with or
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without cause by the vote of a majority of the whole Board of Directors.
Any officer may resign his office at any time by delivering a written
resignation to the Board of Directors, the President, the Secretary, or any
Assistant Secretary. Unless otherwise specified therein, such resignation
shall take effect upon delivery.
Section 3. POWERS AND DUTIES. The officers of the
Corporation shall have such powers and duties as generally pertain to their
respective offices, as well as such powers and duties as may from time to
time be conferred by the Board of Directors or the Executive Committee.
Section 4. SURETY BONDS. The Board of Directors may require
any officer or agent of the Corporation to execute a bond (including,
without limitation, any bond required by the Investment Company Act of
1940, as amended, and the rules and regulations of the Securities and
Exchange Commission) to the Corporation in such sum and with such surety or
sureties as the Board of Directors may determine, conditioned upon the
faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting of any of the
Corporation's property, fund or securities that may come into his hands.
ARTICLE IV
CAPITAL STOCK
Section 1. CERTIFICATES FOR SHARES. Each stockholder of the
Corporation shall be entitled to a certificate or certificates for the full
shares of stock of the Corporation owned by him in such form as the Board
may from time to time prescribe.
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Section 2. TRANSFER OF SHARES. Shares of the Corporation
shall be transferable on the books of the Corporation by the holder thereof
in person or by his duly authorized attorney or legal representative, upon
surrender and cancellation of certificates, if any, for the same number of
shares, duly endorsed or accompanied by proper instruments of assignment
and transfer, with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require; in the case of shares not
represented by certificates, the same or similar requirements may be
imposed by the Board of Directors.
Section 3. STOCK LEDGERS. The stock ledgers of the
Corporation, containing the names and addresses of the stockholders and the
number of shares held by them respectively, shall be kept at the principal
offices of the Corporation or, if the Corporation employs a Transfer Agent,
at the offices of the Transfer Agent of the Corporation.
Section 4. TRANSFER AGENTS AND REGISTRARS. The Board of
Directors may from time to time appoint or remove transfer agents and/or
registrars of transfers of shares of stock of the Corporation, and it may
appoint the same person as both transfer agent and registrar. Upon any
such appointment being made all certificates representing shares of capital
stock thereafter issued shall be countersigned by one of such transfer
agents or by one of such registrars of transfers or by both and shall not
be valid unless so countersigned. If the same person shall be both
transfer agent and registrar, only one countersignature by such person
shall be required.
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Section 5. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board
of Directors or the Executive Committee may determine the conditions upon
which a new certificate of stock of the Corporation 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 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
The Board of Directors may provide for a suitable corporate seal,
in such form and bearing such inscriptions as it may determine.
ARTICLE VI
FISCAL YEAR AND ACCOUNTANT
Section 1. FISCAL YEAR. The fiscal year of the Corporation
shall be determined by resolution of the Board of Directors.
Section 2. ACCOUNTANT. The Corporation shall employ an
independent public accountant or a firm of independent public accountants
as its Accountants to examine the accounts of the Corporation and to sign
and certify financial statements filed by the Corporation. The employment
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of the Accountants 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.
ARTICLE VII
INDEMNIFICATION
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.
ARTICLE VIII
AMENDMENT OF BY-LAWS
The By-Laws of the Corporation may be altered, amended, added to
or repealed by the stockholders or by majority vote of the entire Board of
Directors; but any such alteration, amendment, addition or repeal of the
By-Laws by action of the Board of Directors may be altered or repealed by
stockholders.
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