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<PAGE> PAGE 2
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SIGNATURE MICHAEL PIGNATARO
TITLE CFO
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000865277
<NAME> THE FIRST ISRAEL FUND, INC.
<S> <C>
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</TABLE>
Report of Independent Accountants
To the Board of Directors and Shareholders
of The First Israel Fund, Inc.
In planning and performing our audit of the financial statements of
The First Israel Fund, Inc (the "Company") for the year ended
September 30, 1999, we considered its internal control, including
control activities for safeguarding securities, in order to determine
our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form
N-SAR, not to provide assurance on internal control.
The management of the Company is responsible for establishing and
maintaining internal control. In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally, controls
that are relevant to an audit pertain to the entity's objective of
preparing financial statements for external purposes that are fairly
presented in conformity with generally accepted accounting principles.
Those controls include the safeguarding of assets against unauthorized
acquisition, use or disposition.
Because of inherent limitations in internal control, errors or fraud
may occur and not be detected. Also, projection of any evaluation of
internal control to future periods is subject to the risk that controls
may become inadequate because of changes in conditions or that the
effectiveness of their design and operation may deteriorate.
Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses under
standards established by the American Institute of Certified Public
Accountants. A material weakness is a condition in which the design or
operation of one or more of the internal control components does not
reduce to a relatively low level the risk that misstatements caused by
error or fraud in amounts that would be material in relation to the
financial statements being audited may occur and not be detected within
a timely period by employees in the normal course of performing their
assigned functions. However, we noted no matters involving internal
control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined above
as of September 30, 1999.
This report is intended solely for the information and use of the Board
of Directors, management and the Securities and Exchange Commission and
is not intended to be and should not be used by anyone other than these
specified parties.
PricewaterhouseCoopers LLP
2400 Eleven Penn Center
Philadelphia, PA
November 23, 1999
[1]
AMENDED AND RESTATED BY-LAWS
OF
THE FIRST ISRAEL FUND, INC.
I ARTICLE
Offices
1. Section Principal Office . The principal office of the
Corporation shall be in the City of Baltimore, State of Maryland.
2.
3. Section Principal Executive Office . The principal
executive of the Corporation shall be at One Citicorp Center, 153 East
53rd Street, New York, New York 10022.
4.
5. Section Other Offices . The Corporation may have such
other offices in such places as the Board of Directors may from time to
time determine.
6.
7.
II ARTICLE Meetings of Shareholders
1. Section Annual Meeting . An annual meeting of the
Shareholders of the Corporation for the election of directors and for
the transaction of such other business as may properly be brought before
the meeting shall be held during the 31-day period ending four months after
the end of the Corporation's fiscal year.
2.
3. Section Special Meetings . Special meetings of the
Shareholders, unless otherwise provided by law or by the Articles of
Incorporation, may be called for any purpose or purposes by a majority
of the Board of Directors, the President, and shall be called by the
Secretary at the written request of the holders of at least a majority
of the outstanding capital stock of the Corporation entitled to vote at
such meeting upon payment by such Shareholders to the Corporation of the
reasonably estimated cost of preparing and mailing a notice of the meeting
(which estimated cost shall be provided to such Shareholders 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.
4.
5. At any special meeting of the Shareholders, 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
Section 4 of this Article II. 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.
6.
7. Section Place of Meetings . Annual and special meetings
of the Shareholders shall be held at such place as the Board of Directors
may from time to time determine.
8.
9. Section Notice of Meetings; Waiver of Notice . Written
notice of every meeting of Shareholders, 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 Shareholder
as of the record date fixed for the meeting who is entitled to notice of
or to vote at such meeting. If mailed, such notice shall be directed to
a Shareholder at his address as it shall appear on the books of the
Corporation (unless he shall have filed with the Transfer Agent of the
Corporation 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). 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.
10.
11. Notice of any meeting of Shareholders shall be deemed
waived by any Shareholder who shall attend such meeting in person or
by proxy, or who shall, either before or after the meeting, submit a
signed waiver of notice which is filed with the records of the meeting.
When a meeting is adjourned to another time and place, unless the Board
of Directors, after the adjournment, shall fix a new record date for an
adjourned meeting, or the adjournment is for more than one hundred and
twenty days after the original record date, notice of such adjourned
meeting need not be given if the time and place to which the meeting
shall be adjourned were announced at the meeting at which the adjournment
is taken.
12.
13. Section Notice of Shareholder Business at Annual
Meetings. At any annual meeting of the Shareholders, 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 Shareholder who is entitled to vote at the meeting, who complies with
the notice procedures set forth in this Section 5 and who is a Shareholder
of record at the time such notice is delivered to the Secretary of the
Corporation, and (y) constitute a proper subject to be brought before the
meeting.
14.
15. For business to be properly brought before an annual meeting
by a Shareholder, the Shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, such notice must
be delivered to or mailed and received at the principal executive offices of
the Corporation not later than 45 days before the date in the then current
year corresponding to the date on which the Corporation 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 Shareholder 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 Shareholder's notice as described above.
16.
17. Any such notice by a Shareholder shall set forth as to each
matter the Shareholder 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 Corporation's books, of the
Shareholder proposing such business, (iii) the class and number of shares
of the capital stock of the Corporation which are beneficially owned by the
Shareholder, (iv) a representation that the Shareholder is a holder of
record of shares of the Corporation 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 Shareholder intends or is part of a group which
intends to solicit proxies from other Shareholders in support of such
business, and (vi) any material interest of the Shareholder in such business.
Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 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 Section 5, and, if he
should so determine, he shall so declare to the meeting that any
such business shall not be considered or transacted.
For the purpose of this Section 5 and Section 3 of Article III of
these By-Laws, "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
Corporation with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934 or the Investment Company
Act of 1940, as amended.
1. Section Quorum . At all meetings of the Shareholders,
the holders of a majority of the shares of stock of the Corporation
entitled to vote at the meeting, present in person or by proxy, shall
constitute a quorum for the transaction of any business, except as
otherwise provided by statute or by the Articles of Incorporation.
In the absence of a quorum no business may be transacted, except that
the holders of a majority of the shares of stock present in person or
by proxy and entitled to vote may adjourn the meeting from time to time,
without notice other than announcement thereat except as otherwise
required by these By-Laws, until the holders of the requisite amount of
shares of stock shall be so present. At any such adjourned meeting at
which a quorum may be present any business may be transacted which might
have been transacted at the meeting as originally called. The absence
from
any meeting, in person or by proxy, of holders of the number of shares of
stock of the Corporation in excess of a majority thereof which may be
required by the laws of the State of Maryland, the Investment Company Act
of 1940, as amended, or other applicable statute, the Articles of
Incorporation, or these By-Laws, for action upon any given matter shall
not prevent action at such meeting upon any other matter or matters which
may properly come before the meeting, if there shall be present thereat,
in person or by proxy, holders of the number of shares of stock of the
Corporation required for action in respect of such other matter or matters.
2.
3. Section Organization . At each meeting of the
Shareholders, the Chairman of the Board (if one has been designated by the
Board), or in the Chairman of the Board's absence or inability to act,
the President, or in the absence or inability of the Chairman of the Board
and the President, a Vice President, shall act as Chairman of the meeting.
The Secretary, or in the Secretary's absence or inability to act, any
person appointed by the Chairman of the meeting, shall act as secretary of
the meeting and keep the minutes thereof.
4.
5. The Board of Directors of the Corporation shall be entitle
d to make such rules or regulations for the conduct of meetings of
Shareholders 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 Shareholders of record of the Corporation 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.
6.
7. Section Voting . Except as otherwise provided by statute
or the Articles of Incorporation, each holder of record of shares of stock
of the Corporation having voting power shall be entitled at each meeting
of the Shareholders to one vote for every share of such stock standing in
such Shareholder's name on the record of Shareholders of the Corporation as
of the record date determined pursuant to Section 9 of this Article or if
such record date shall not have been so fixed, then at the later of (i) the
close of business on the day on which notice of the meeting is mailed or (ii
) the thirtieth day before the meeting.
8.
9. Each Shareholder entitled to vote at any meeting of
Shareholders may authorize another person or persons to act for him by a
proxy signed by such Shareholder or his attorney-in-fact. No proxy shall
be valid after the expiration of eleven months from the date thereof,
unless otherwise provided in the proxy. Every proxy shall be revocable at
the pleasure of the Shareholder executing it, except in those cases where
such proxy states that it is irrevocable and where an irrevocable proxy is
permitted by law. Except as otherwise provided by statute, the Articles of
Incorporation or these By-Laws, any corporate action to be taken by vote of
the Shareholders shall be authorized by a majority of the total votes cast
at a meeting of Shareholders by the holders of shares present in person or
represented by proxy and entitled to vote on such action (except with
respect to election of directors which shall be by a plurality of votes
cast).
10.
11. If a vote shall be taken on any question other than the
election of directors, which shall be by written ballot, then unless
required by statute or these By-Laws, or determined by the Chairman of the
meeting to be advisable, any such vote need not be by ballot. On a vote by
ballot, each ballot shall be signed by the Shareholder voting, or by his
proxy, if there be such proxy, and shall state the number of shares voted.
12.
13. Section Fixing of Record Date . The Board of Directors
may set a record date for the purpose of determining Shareholders entitled
to notice and to vote at any meeting of the Shareholders. The record date,
which may not be prior to the close of business on the day the record date
is fixed, shall be not more than ninety nor less than ten days before the
date of the meeting of the Shareholders. All persons who were holders of
record of shares at such time, and not others, shall be entitled to vote at
such meeting and any adjournment thereof.
14.
15. Section Inspectors . The Board may, in advance of any
meeting of Shareholders, appoint one or more inspectors to act at such
meeting or any adjournment thereof. If the inspector shall not be so
appointed or if any of them shall fail to appear or act, the Chairman of the
meeting may, and on the request of any Shareholder entitled to vote thereat
shall, appoint inspectors. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath to execute faithfully
the duties of inspector at such meeting with strict impartiality and
according to the best of his ability. The inspectors shall determine the
number of shares outstanding and the voting powers of each, the number of
shares represented at the meeting, the existence of a quorum, the validity
and effect of proxies, and shall receive votes, ballots or consents, hear
and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine
the result, and do such acts as are proper to conduct the election or vote
with fairness to all Shareholders. On request of the Chairman of the
meeting or any Shareholder entitled to vote thereat, the inspectors shall
make a report in writing of any challenge, request or matter determined by
them and shall execute a certificate of any fact found by them. No director
or candidate for the office of director shall act as inspector of an
election of directors. Inspectors need not be Shareholders.
16.
17. Section Consent of Shareholders in Lieu of Meeting .
Except as otherwise provided by statute or the Articles of Incorporation,
any action required to be taken at any annual or special meeting of
Shareholders, or any action which may be taken at any annual or special
meeting of such Shareholders, may be taken without a meeting, without prior
notice and without a vote, if the following are filed with the records of
Shareholders meetings: (i) a unanimous written consent which sets forth
the action and is signed by each Shareholder entitled to vote on the matter
and (ii) a written waiver of any right to dissent signed by each Shareholder
entitled to notice of the meeting but not entitled to vote thereat.
18.
I ARTICLE Board of Directors
1. Section General Powers . Except as otherwise provided in
the Articles of Incorporation, the business and affairs of the Corporation
shall be managed under the direction of the Board of Directors. All powers
of the Corporation may be exercised by or under authority of the Board of
Directors except as conferred on or reserved to the Shareholders by law or
by the Articles of Incorporation or these By-Laws.
2.
3. Section Number of Directors . The number of directors
shall be fixed from time to time by resolution of the Board of Directors
adopted by a majority of the Directors then in office; provided, however,
that the number of directors shall in no event be more than nine. Any
vacancy created by an increase in Directors may be filled in accordance
with Section 7 of this Article III. No reduction in the number of
directors shall have the effect of removing any director from office prior
to the expiration of his term. Directors need not be Shareholders.
4.
5. Section Director Nominations. Only persons who are
nominated in accordance with the procedures set forth in this Section 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
Corporation may be made at an annual meeting of Shareholders or at a special
meeting of Shareholders as to which the Corporation's notice of the meeting
provides for election of directors, by or at the direction of the Board of
Directors or by any Shareholder of the Corporation who is entitled to vote
for the election of such nominee at the meeting, who complies with the
notice procedures set forth in this Section 3 and who is a Shareholder of
record at the time such notice is delivered to the Secretary of the
Corporation.
6.
7. 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 Corporation. To be
timely, (i) any notice of nomination(s) by a Shareholder given in connection
with an annual meeting must be delivered to or mailed and received at the
principal executive offices of the Corporation not later than 45 days before
the date in the then current year corresponding to the date on which the
Corporation 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 Shareholder 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 Corporation'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 Corporation 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 Shareholders, any such notice by a Shareholder 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 announcement 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 Shareholder's notice of nomination(s) as described
above.
8.
9. Any such notice by a Shareholder shall set forth (i) as to
each person whom the Shareholder 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 Corporation 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 Corporation of the expenses of any
solicitation of proxies should such person be elected a Director of the
Corporation); and (ii) as to the Shareholder giving the notice (A) the name
and address, as they appear on the Corporation's books, of such
Shareholder, (B) the class and number of shares of the capital stock of
the Corporation which are beneficially owned by such Shareholder, (C) a
representation that the Shareholder is a holder of record of shares of the
Corporation 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 Shareholder intends or is part of a group which intends to
solicit proxies from other Shareholders 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 Corporation that information required to be set forth in a Shareholder's
notice of nomination which pertains to the nominee.
10.
11. If a notice by a Shareholder is required to be given
pursuant to this Section 3, no person shall be entitled to receive
reimbursement from the Corporation 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
Corporation 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 procedur
es prescribed by the By-Laws, and, if he should so determine, he shall so
declare to the meeting and the defective nomination shall be disregarded for
all purposes.
12.
13. Section Election and Term of Directors . Each class of
Directors as to which vacancies exist shall be elected by written ballot at
the annual meeting of Shareholders, or a special meeting held for that purpose
unless otherwise provided by statute or the Articles of Incorporation. The
term of office of each director shall be from the time of his election and
qualification until the expiration of the term of his class, if nominated
by a Shareholder, or until the annual election of directors next succeeding
his election, if such director's nomination is made by or at the direction
of the Board of Directors, and until his successor shall
14.
15. Section Resignation . A director of the Corporation may
resign at any time by giving written notice of his resignation to the Board
or the Chairman of the Board or the President or the Secretary. Any such
resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, immediately
time
when it shall become effective shall not be specified therein, immediately
upon its receipt; and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
16.
17. Section Removal of Directors . Any director of the
Corporation may be removed for cause (but not without cause) by the
Shareholders by a vote of seventy-five percent (75%) of the votes entitled
to be cast for the election of directors.
18.
19. Section Vacancies . Subject to the provisions of the
Investment Company Act of 1940, as amended, any vacancies in the Board,
whether arising from death, resignation, removal, an increase in the number
of directors or any other cause, shall be filled by a vote of the Board of
Directors in accordance with the Articles of Incorporation.
20.
21. Section Place of Meetings . Meetings of the Board may be
held at such place as the Board may from time to time determine or as shall
be specified in the notice of such meeting.
22.
23. Section Regular Meeting . Regular meetings of the Board
may be held without notice at such time and place as may be determined by
the Board of Directors.
24.
25. Section Special Meetings . Special meetings of the Board
may be called by two or more directors of the Corporation or by the Chairman
of the Board or the President.
26.
27. Section Annual Meeting . The annual meeting of each newly
elected Board of Directors (including a Board of Directors to which only one
class of Directors has been newly elected) shall be held as soon as
practicable after the meeting of Shareholders at which directors were
elected. No notice of such annual meeting shall be necessary if held
immediately after the adjournment, and at the site, of the meeting of
Shareholders. If not so held, notice shall be given as hereinafter provided
for special meetings of the Board of Directors.
28.
29. Section Notice of Special Meetings . Notice of each
special meeting of the Board shall be given by the Secretary as hereinafter
provided, in which notice shall be stated the time and place of the meeting.
Notice of each such meeting shall be delivered to each director, either
personally or by telephone or any standard form of telecommunication, at
least twenty-four hours before the time at which such meeting is to be
held, or mailed by first-class mail, postage prepaid, addressed to him at
his residence or usual place of business, at least three days before the
day on which such meeting is to be held.
30.
31. Section Waiver of Notice of Meetings . Notice of any
special meeting need not be given to any director who shall, either before
or after the meeting, sign a written waiver of notice which is filed with
the records of the meeting or who shall attend such meeting. Except as
otherwise specifically required by these By-Laws, a notice or waiver of
notice of any meeting need not state the purpose of such meeting.
32.
33. Section Quorum and Voting . One-third, but not less
than two, of the members of the entire Board shall be present in person at
any meeting of the Board in order to constitute a quorum for the transaction
of business at such meeting, and except as otherwise expressly required by
statute, the Articles of Incorporation, these By-Laws, the Investment
Company Act of 1940, as amended, or other applicable statute, the act of a
majority of the directors present at any meeting at which a quorum is
present shall be the act of the Board; provided, however, that the approval
of any contract with an investment adviser or principal underwriter, as
such terms are defined in the Investment Company Act of 1940, as amended,
which the Corporation enters into or any renewal or amendment thereof, the
approval of the fidelity bond required by the Investment Company Act of
1940, as amended, and the selection of the Corporation's independent public
accountants shall each require the affirmative vote of a majority of the
directors who are not interested persons, as defined in the Investment
Company Act of 1940, as amended, of the Corporation. In the absence of a
quorum at any meeting of the Board, a majority of the directors present
thereat may adjourn such meeting to another time and place until a quorum
shall be present thereat. Notice of the time and place of any such
adjourned meeting shall be given to the directors who were not present
at the time of the adjournment and, unless such time and place were
announced at the meeting at which the adjournment was taken, to the other
directors. At any adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting
as originally called.
34.
35. For purposes of this Section 14, a member who attends any
meeting of the Board of Directors via telephone or teleconferencing shall
be deemed to be present in person at any meeting of the Board of Directors,
except as otherwise provided by statute, by the Articles of Incorporation
or by these By-Laws.
36.
37. Section Organization . The Board may, by resolution
adopted by a majority of the entire Board, designate a Chairman of the
Board, who shall preside at each meeting of the Board. In the absence
or inability of the Chairman of the Board to preside at a meeting, the
President or, in his absence or inability to act, another director chosen
by a majority of the directors present, shall act as Chairman of the meeting
and preside thereat. 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 thereof.
38.
39. Section Written Consent of Directors in Lieu of a Meeting
. Subject to the provisions of the Investment Company Act of 1940, as
amended, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writings or writing are filed with the
minutes of the proceedings of the Board or committee.
40.
41. Section Compensation . Directors may receive compensation
for services to the Corporation in their capacities as directors or otherwise
in such manner and in such amounts as may be fixed from time to time by the
Board.
42.
43. Section Investment Policies . It shall be the duty of the
Board of Directors to ensure that the purchase, sale, retention and disposal
of portfolio securities and the other investment practices of the Corporation
are at all times consistent with the investment policies and restrictions
with respect to securities investments and otherwise of the Corporation, as
recited in the Prospectus included in the registration statement of the
Corporation covering the initial public offering of shares of its capital
stock, as filed with the Securities and Exchange Commission (or as such
investment policies and restrictions may be modified by the Board of
Directors or, if required, by majority vote of the Shareholders of the
Corporation in accordance with the Investment Company Act of 1940, as
amended) and as required by the Investment Company Act of 1940, as amended.
The Board, however, may delegate the duty of management of the assets and
the administration of its day to day operations to one or more individuals
or corporate management companies and/or investment advisers pursuant to a
written contract or contracts which have obtained the requisite approvals,
including the requisite approvals of renewals thereof, of the Board of
Directors and/or the Shareholders of the Corporation in accordance with
the provisions of the Investment Company Act of 1940, as amended.
44.
45. Section Asset Value . The Board of Directors shall
determine the times and method of calculation of the net asset value
per share of the Fund subject to conditions with the requirements of
the 1940 Act.
46.
47.
II ARTICLE Committees
1. Section Committees of the Board . The Board of Directors
may from time to time, by resolution adopted by a majority of the whole
Board, designate one or more committees of the Board, each such committee
to consist of one or more directors and to have such powers and duties as
the Board of Directors may, by resolution, prescribe.
2.
3. Section General . 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 shall otherwise determine. The Board shall
have the power at any time to change the membership of any committee, to
fill all vacancies, to designate alternate members to replace any absent
or disqualified member, or to dissolve any such committee. Nothing herein
shall be deemed to prevent the Board from appointing one or more committees
consisting in whole or in part of persons who are not directors of the
Corporation; provided, however, that no such committee shall have or may
exercise any authority or power of the Board in the management of the
business or affairs of the Corporation.
4.
5.
II ARTICLE Officers, Agents and Employees
1. Section Number of Qualifications . The officers of
the Corporation shall be a President, who shall be a director of the
Corporation, a Secretary and a Treasurer, each of whom shall be elected
by the Board of Directors. The Board of Directors may elect or appoint
one or more Vice Presidents and may also appoint such other officers,.
agents and employees as it may deem necessary or proper. Any two or more
offices may be held by the same person, except the offices of President
and Vice President, but no officer shall execute, acknowledge or verify
any instrument as an officer in more than one capacity. Such officers
shall be elected by the Board of Directors each year at its first meeting
held after the annual meeting of Shareholders, each to hold office until
the meeting of the Shareholders and until his successor shall have been
duly elected and shall have qualified, or until his death, or until he
shall have resigned, or have been removed, as hereinafter provided in
these By-Laws. The Board may from time to time elect, or delegate to
the President the power to appoint, such officers (including one or more
Assistant Vice Presidents, one or more Assistant Treasurers and one or
more Assistant Secretaries) and such agents, as may be necessary or desirable
for the business of the Corporation. Such officers and agents shall have
such duties and shall hold their offices for such terms as may be prescribed
by the Board or by the appointing authority.
2.
3. Section Resignations . Any officer of the Corporation
may resign at any time by giving written notice of resignation to the Board,
the Chairman of the Board, President or the Secretary. Any such resignation
shall take effect at the time specified therein or, if the time when it
shall become effective shall not be specified therein, immediately upon
its receipt; and unless otherwise specified therein, the acceptance of such
resignation shall be necessary to make it effective.
4.
5. Section Removal of Officer, Agent or Employee . Any
officer, agent or employee of the Corporation may be removed by the Board
of Directors with or without cause at any time, and the Board may delegate
such power of removal as to agents and employees not elected or appointed
by the Board of Directors. Such removal shall be without prejudice to such
person's contract rights, if any, but the appointment of any person as an
officer, agent or employee of the Corporation shall not of itself create
contract rights.
6.
7. Section Vacancies . A vacancy in any office, either
arising from death, resignation, removal or any other cause, may be filled
for the unexpired portion of the term of the office which shall be vacant,
in the manner prescribed in these By-Laws for the regular election or
appointment to such office.
8.
9. Section Compensation . The compensation of the officers
of the Corporation shall be fixed by the Board of Directors, but this power
may be delegated to any officer in respect of other officers under his
control.
10.
11. Section Bonds or Other Security . If required by the
Board, any officer, agent or employee of the Corporation shall give a bond
or other security for the faithful performance of his duties, in such amount
and with such surety or sureties as the Board may require.
12.
13. Section President . The President shall be the chief
executive officer of the Corporation. In the absence of the Chairman of
the Board (or if there be none), he shall preside at all meetings of the
Shareholders and of the Board of Directors. He shall have, subject to the
control of the Board of Directors, general charge of the business and affairs
of the Corporation. He may employ and discharge employees and agents of
the Corporation, except such as shall be appointed by the Board, and he may
delegate these powers.
14.
15. Section Vice President . Each Vice President shall have
such powers and perform such duties as the Board of Directors or the
President may from time to time prescribe.
16.
17. Section Treasurer . The Treasurer shall
18.
(a) have charge and custody of, and be responsible for,
all the funds and securities of the Corporation, except those which the
Corporation has placed in the custody of a bank or trust company or member
of a national securities exchange (as that term is defined in the Securities
Exchange Act of 1934, as amended) pursuant to a written agreement designating
such bank or trust company or member of a national securities exchange as a
custodian or sub-custodian of the property of the Corporation;
(b)
(c) keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation;
(d)
(e) cause all moneys and other valuables to be deposited
to the credit of the Corporation;
(f)
(g) receive, and give receipts for, moneys due and
payable, to the Corporation from any source whatsoever;
(h)
(i) disburse the funds of the Corporation and supervise
the investment of its funds as ordered or authorized by the Board, taking
proper vouchers therefor; and
(j)
(k) in general, perform all the duties incident to the
office of Treasurer and such other duties as from time to time may be
assigned to him by the Board or the President.
(l)
19. Section Secretary . The Secretary shall
20.
(a) keep or cause to be kept in one or more books
provided for the purpose, the minutes of all meetings of the Board, the
committees of the Board and the Shareholders;
(b)
(c) see that all notices are duly given in accordance
with the provisions of these By-Laws and as required by law;
(d)
(e) be custodian of the records and the seal of the
Corporation and affix and attest the seal to all stock certificates of the
Corporation (unless the seal of the Corporation on such certificates shall
be a facsimile, as hereinafter provided) and affix and attest the seal to
all other documents to be executed on behalf of the Corporation under its
seal;
(f)
(g) see that the books, reports, statements, certificates
and other documents and records required by law to be kept and filed are
properly kept and filed; and
(h)
(i) in general, perform all the duties incident to the
office of Secretary and such other duties as from time to time may be
assigned to him by the Board or the President.
(j)
21. Section Delegation of Duties . In case of the absence of
any officer of the Corporation, or for any other reason that the Board may
deem sufficient, the Board may confer for the time being the powers or
duties, or any of them, of such officer upon any other officer or upon any
director.
22.
I ARTICLE Indemnification
Each officer and director of the Corporation shall be
indemnified by the Corporation to the full extent permitted
under the General Laws of the State of Maryland, including
the advancing of expenses, except that such indemnity shall
not protect any such person against any liability to the
Corporation or any Shareholder 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. Absent a
court determination that an officer or director seeking
indemnification was not liable on the merits or guilty of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his
office, the decision by the Corporation to indemnify such
person must be based upon the reasonable determination of
independent counsel or nonparty independent directors, after
review of the facts, that such officer or director is not
guilty of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct
of his office.
The Corporation may purchase insurance on behalf of an
officer or director protecting such person to the full
extent permitted under the General Laws of the State of
Maryland, from liability arising from his activities as
officer or director of the Corporation. The Corporation,
however, may not purchase insurance on behalf of any officer
or director of the Corporation that protects or purports to
protect such person from liability to the Corporation or to
its Shareholders to which such officer or director 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.
The Corporation may indemnify or purchase insurance to the
extent provided in this Article VI on behalf of an employee
or agent who is not an officer or director of the Corporation.
I ARTICLE Capital Stock
1. Section Stock Certificates . Each holder of stock of the
Corporation shall be entitled upon request to have a certificate or
certificates, in such form as shall be approved by the Board, representing
the number of shares of the Corporation owned by him, provided, however,
that certificates for fractional shares will not be delivered in any case.
The certificates representing shares of stock shall be signed by or in the
name of the Corporation by the President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer and sealed with the seal of the Corporation. Any or all of the
signatures or the seal on the certificate may be a facsimile. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate shall be
issued, it may be issued by the Corporation with the same effect as if such
officer, transfer agent or registrar were still in office at the date of
issue.
1. Section Books of Accounts and Record of Shareholders .
There shall be kept at the principal executive office of the Corporation
correct and complete books and records of account of all the business and
transactions of the Corporation. There shall be made available upon request
of any Shareholder, in accordance with Maryland law, a record containing
the number of shares of stock issued during a specified period not to
exceed twelve months and the consideration received by the Corporation
for each such share.
2.
3. Section Transfers of Shares . Transfers of shares of
stock of the Corporation shall be made on the stock records of the
Corporation only by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed with
the Secretary or with a transfer agent or transfer clerk, and on surrender
of the certificate or certificates, if issued, for such shares properly
endorsed or accompanied by a duly executed stock transfer power and the
payment of all taxes thereon. Except as otherwise provided by law, the
Corporation shall be entitled to recognize the exclusive rights of a
person in whose name any share or shares stand on the record of Shareholders
as the owner of such share or shares for all purposes, including, without
limitation, the rights to receive dividends or other distributions, and to
vote as such owner, and the Corporation shall not be bound to recognize any
equitable or legal claim to or interest in any such share or shares on the
part of any other person.
4.
5. Section Regulations . The Board may make such additional
rules and regulations, not inconsistent with these By-Laws, as it may deem
expedient concerning the issue, transfer and registration of certificates
for shares of stock of the Corporation. It may appoint, or authorize any
officer or officers to appoint, one or more transfer agents or one or
more transfer clerks and one or more registrars and may require all
certificates for shares of stock to bear the signature or signatures of
any of them.
6.
7. Section Lost, Destroyed or Mutilated Certificates .
The holder of any certificates representing shares of stock of the
Corporation shall immediately notify the Corporation of any loss, destruction
or mutilation of such certificate, and the Corporation may issue a new
certificate of stock in the place of any certificate theretofore issued by
it which the owner thereof shall allege to have been lost or destroyed or
which shall have been mutilated, and the Board may, in its discretion,
require such owner or his legal representatives to give to the Corporation
a bond in such sum, limited or unlimited, and in such form and with such
surety or sureties, as the Board in its absolute discretion shall determine,
to indemnify the Corporation against any claim that may be made against it
on account of the alleged loss or destruction of any such certificate, or
issuance of a new certificate. Anything herein to the contrary
notwithstanding, the Board, in its absolute discretion, may refuse to
issue any such new certificate, except pursuant to legal proceedings under
the laws of the State of Maryland.
8.
9. Section Fixing of a Record Date for Dividends and
Distributions . The Board may fix, in advance, a record date not more
than ninety days preceding the date fixed for the payment of any dividend
or the making of any distribution. Once the Board of Directors fixes a
record date as the record date for the determination of the Shareholders
entitled to receive any such dividend or distribution, in such case only
the Shareholders of record at the time so fixed shall be entitled to
receive such dividend or distribution.
10.
11. Section Information to Shareholders and Others . Any
Shareholder of the Corporation or his agent may inspect and copy during
usual business hours the Corporation's By-Laws, minutes of the proceedings
of its Shareholders, annual statements of its affairs, and voting trust
agreements on file at its principal office.
12.
I ARTICLE Seal
The seal of the Corporation shall be circular in form and
shall bear, in addition to any other emblem or device
approved by the Board of Directors, the name of the
Corporation, the year of its incorporation and the words
"Corporate Seal" and "Maryland". Said seal may be used
by causing it or a facsimile thereof to be impressed or
affixed or in any other manner reproduced.
I ARTICLE Fiscal Year
The fiscal year shall be determined by the Board by
resolution.
I ARTICLE Depositories and Custodians
1. Section Depositories . The funds of the corporation
shall be deposited with such banks or other depositories as the Board of
Directors of the Corporation may from time to time determine.
2.
3. Section Custodians . All securities and other investments
shall be deposited in the safe keeping of such banks or other companies as
the Board of Directors of the Corporation may from time to time determine.
Every arrangement entered into with any bank or other company for the safe
keeping of the securities and investments of the Corporation shall contain
provisions complying with the Investment Company Act of 1940, as amended,
and the general rules and regulations thereunder.
4.
I ARTICLE Execution of Instruments
1. Section Checks, Notes, Drafts, etc. Checks, notes,
drafts, acceptances, bills of exchange and other orders or obligations for
the payment of money shall be signed by such officer or officers or person
or persons as the Board of Directors by resolution shall from time to time
designate.
2.
3. Section Sale or Transfer of Securities . Stock
certificates, bonds or other securities at any time owned by the Corporation
may be held on behalf of the Corporation or sold, transferred or otherwise
disposed of subject to any limits imposed by these By-Laws and pursuant to
authorization by the Board and, when so authorized to be held on behalf of
the Corporation or sold, transferred or otherwise disposed of, may be
transferred from the name of the Corporation by the signature of the
President or a Vice President or the Treasurer or pursuant to any procedure
approved by the Board of Directors, subject to applicable law.
4.
5.
II ARTICLE Independent Public Accountants
The firm of independent public accountants which shall sign
or certify the financial statements of the Corporation
which are filed with the Securities and Exchange Commission
shall be selected annually by the Board of Directors and
ratified by the Shareholders in accordance with the
provisions of the Investment Company Act of 1940, as amended.
I ARTICLE Annual Statement
The books of account of the Corporation shall be examined
by an independent firm of public accountants at the close
of each annual period of the Corporation and at such other
times as may be directed by the Board. A report to the
Shareholders based upon each such examination shall be mailed
to each Shareholder of the Corporation of record on such
date with respect to each report as may be determined by
the Board, at his address as the same appears on the books
of the Corporation. Such annual statement shall also be
available at the annual meeting of Shareholders and be
placed on file at the Corporation's principal office in
the State of Maryland. Each such report shall show the
assets and liabilities of the Corporation as of the close
of the annual or quarterly period covered by the report and
the Securities in which the funds of the Corporation were
then invested. Such report shall also show the
Corporation's income and expenses for the period from the
end of the Corporation's preceding fiscal year to the close
of the annual or quarterly period covered by the report
and any other information required by the Investment Company
Act of 1940, as amended, and shall set forth such other
matters as the Board or such firm of independent public
accountants shall determine.
I ARTICLE Amendments
The Board of Directors, by affirmative vote of a majority
thereof, shall have the exclusive right to amend, alter
or repeal these By-Laws at any regular or special meeting
of the Board of Directors, except any particular By-Law
which is specified as not subject to alteration or repeal
by the Board of Directors, subject to the requirements of
the Investment Company Act of 1940, as amended.
[1]FOOTER B IS ON LAST PAGE OF DOCUMENT ONLY. IT CONTAINS FILENAME ONLY.
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297358.03-New York S4A
