<PAGE> PAGE 1
000 A000000 12/31/97
000 C000000 0000865531
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 2.2.a
000 J000000 A
001 A000000 THE EMERGING MEXICO FUND, INC.
001 B000000 811-06134
001 C000000 2127132283
002 A000000 1285 AVENUE OF THE AMERICAS
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10019
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 N
007 B000000 0
007 C010100 1
007 C010200 2
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
008 A000001 SANTANDER MANAGEMENT INC.
008 B000001 A
008 C000001 801-37296
008 D010001 NASSAU
008 D050001 BAHAMAS
008 A000002 GESTION SANTANDER MANAGEMENT INC
008 B000002 S
008 C000002 801-0000
008 D010002 MEXICO
008 D050002 MEXICO
010 A000001 MITCHELL HUTCHINS ASSET MANAGEMENT INC.
010 B000001 801-13219
010 C010001 NEW YORK
010 C020001 NY
010 C030001 10019
011 A000001 NOMURA SECURITIES INTERNATIONAL, INC.
011 B000001 8-15255
011 C010001 LONDON
011 C050001 UNITED KINGDOM
<PAGE> PAGE 2
011 C060001 EC3R 8AJ
011 A000002 PAINEWEBBER INTERNATIONAL (U.K.) LTD.
011 B000002 8-16267
011 C010002 LONDON
011 C050002 UNITED KINGDOM
011 C060002 EC2M 2PA
011 A000003 BANCO DE SANTANDER, S.A. DE CREDITO
011 B000003 8-000000
011 C010003 MADRID
011 C050003 SPAIN
011 C060003 28046
011 A000004 PARIBAS LIMITED
011 B000004 8-32682
011 C010004 LONDON
011 C050004 UNITED KINGDOM
011 C060004 W1HOBN
012 A000001 PNC BANK, NATIONAL ASSOCIATION
012 B000001 85-11196
012 C010001 WILMINGTON
012 C020001 DE
012 C030001 19809
013 A000001 PRICE WATERHOUSE LLP
013 B010001 NEW YORK
013 B020001 NY
013 B030001 10036
015 A000001 BROWN BROTHERS HARRIMAN & CO.
015 B000001 C
015 C010001 BOSTON
015 C020001 MA
015 C030001 02109
015 E010001 X
015 A000002 BANCO SANTANDER DE NEGOCIOS MEXICO, S.A.
015 B000002 S
015 C010002 MEXICO CITY
015 D010002 MEXICO
015 D020002 06695
015 E040002 X
018 000000 Y
019 A000000 N
019 B000000 0
020 A000001 ING BARING
020 B000001 FOREIGN
020 C000001 156
020 A000002 MERRILL LYNCH, PIERCE, FENNER & SMITH
020 B000002 13-5674085
020 C000002 151
020 A000003 ACCIONES Y VALORES DE MEXICO
020 B000003 FOREIGN
020 C000003 22
020 A000004 ABACO CASA DE BOLSA
020 B000004 FOREIGN
<PAGE> PAGE 3
020 C000004 21
020 A000005 SANTANDER INVESTMENT SECURITIES
020 B000005 FOREIGN
020 C000005 9
020 A000006 GRUPO BURSATIL MEXICANO
020 B000006 FOREIGN
020 C000006 9
020 A000007 PROBURSA CASA DE BOLSA
020 B000007 FOREIGN
020 C000007 6
020 A000008 CASA DE BOLSA SANTANDER
020 B000008 FOREIGN
020 C000008 6
020 A000009 CASA DE BOLSA INVERLAT
020 B000009 FOREIGN
020 C000009 6
020 A000010 CASA DE BOLSA VECTOR
020 B000010 FOREIGN
020 C000010 2
021 000000 396
022 A000001 INVEX CASA DE BOLSA
022 B000001 FOREIGN
022 C000001 314475
022 D000001 314427
022 A000002 ING BARING
022 B000002 FOREIGN
022 C000002 269311
022 D000002 260311
022 A000003 DRESDNER BANK
022 B000003 FOREIGN
022 C000003 29901
022 D000003 29942
022 A000004 CASA DE BOLSA INVERLAT
022 B000004 FOREIGN
022 C000004 841
022 D000004 838
022 C000005 0
022 D000005 0
022 C000006 0
022 D000006 0
022 C000007 0
022 D000007 0
022 C000008 0
022 D000008 0
022 C000009 0
022 D000009 0
022 C000010 0
022 D000010 0
023 C000000 614528
023 D000000 605519
024 000000 N
<PAGE> PAGE 4
025 A000001 DELETE
025 D000001 0
025 D000002 0
025 D000003 0
025 D000004 0
025 D000005 0
025 D000006 0
025 D000007 0
025 D000008 0
026 A000000 N
026 B000000 Y
026 C000000 N
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027 000000 N
028 A010000 0
028 A020000 0
028 A030000 0
028 A040000 0
028 B010000 0
028 B020000 0
028 B030000 0
028 B040000 0
028 C010000 0
028 C020000 0
028 C030000 0
028 C040000 0
028 D010000 0
028 D020000 0
028 D030000 0
028 D040000 0
028 E010000 0
028 E020000 0
028 E030000 0
028 E040000 0
028 F010000 0
028 F020000 0
028 F030000 0
028 F040000 0
028 G010000 0
028 G020000 0
028 G030000 0
028 G040000 0
028 H000000 0
030 A000000 0
030 B000000 0.00
030 C000000 0.00
<PAGE> PAGE 5
031 A000000 0
031 B000000 0
032 000000 0
033 000000 0
035 000000 0
036 B000000 0
038 000000 0
042 A000000 0
042 B000000 0
042 C000000 0
042 D000000 0
042 E000000 0
042 F000000 0
042 G000000 0
042 H000000 0
043 000000 0
044 000000 0
045 000000 Y
046 000000 N
047 000000 Y
048 000000 0.000
048 A010000 200000
048 A020000 0.900
048 B010000 0
048 B020000 0.000
048 C010000 0
048 C020000 0.000
048 D010000 0
048 D020000 0.000
048 E010000 0
048 E020000 0.000
048 F010000 0
048 F020000 0.000
048 G010000 0
048 G020000 0.000
048 H010000 0
048 H020000 0.000
048 I010000 0
048 I020000 0.000
048 J010000 0
048 J020000 0.000
048 K010000 200000
048 K020000 0.800
049 000000 N
050 000000 N
051 000000 N
052 000000 N
053 A000000 N
054 A000000 Y
054 B000000 Y
054 C000000 N
<PAGE> PAGE 6
054 D000000 N
054 E000000 N
054 F000000 N
054 G000000 Y
054 H000000 Y
054 I000000 N
054 J000000 Y
054 K000000 N
054 L000000 N
054 M000000 Y
054 N000000 N
054 O000000 N
055 A000000 N
055 B000000 N
056 000000 Y
057 000000 N
058 A000000 N
059 000000 Y
060 A000000 N
060 B000000 N
061 000000 0
062 A000000 N
062 B000000 0.0
062 C000000 0.0
062 D000000 0.0
062 E000000 0.0
062 F000000 0.0
062 G000000 0.0
062 H000000 0.0
062 I000000 0.0
062 J000000 0.0
062 K000000 0.0
062 L000000 0.0
062 M000000 0.0
062 N000000 0.0
062 O000000 0.0
062 P000000 0.0
062 Q000000 0.0
062 R000000 0.0
063 A000000 0
063 B000000 0.0
066 A000000 Y
066 B000000 N
066 C000000 Y
066 D000000 N
066 E000000 N
066 F000000 N
066 G000000 N
067 000000 N
068 A000000 N
068 B000000 Y
<PAGE> PAGE 7
069 000000 N
070 A010000 Y
070 A020000 Y
070 B010000 Y
070 B020000 Y
070 C010000 Y
070 C020000 N
070 D010000 Y
070 D020000 N
070 E010000 Y
070 E020000 N
070 F010000 Y
070 F020000 N
070 G010000 Y
070 G020000 N
070 H010000 Y
070 H020000 N
070 I010000 N
070 I020000 N
070 J010000 Y
070 J020000 N
070 K010000 Y
070 K020000 N
070 L010000 Y
070 L020000 Y
070 M010000 Y
070 M020000 Y
070 N010000 Y
070 N020000 N
070 O010000 Y
070 O020000 N
070 P010000 N
070 P020000 N
070 Q010000 Y
070 Q020000 N
070 R010000 Y
070 R020000 N
071 A000000 90328
071 B000000 91496
071 C000000 157779
071 D000000 57
072 A000000 6
072 B000000 472
072 C000000 552
072 D000000 0
072 E000000 0
072 F000000 759
072 G000000 147
072 H000000 0
072 I000000 17
072 J000000 180
<PAGE> PAGE 8
072 K000000 34
072 L000000 22
072 M000000 25
072 N000000 0
072 O000000 0
072 P000000 0
072 Q000000 0
072 R000000 43
072 S000000 55
072 T000000 0
072 U000000 0
072 V000000 0
072 W000000 41
072 X000000 1323
072 Y000000 0
072 Z000000 -299
072AA000000 23443
072BB000000 0
072CC010000 6704
072CC020000 0
072DD010000 0
072DD020000 0
072EE000000 0
073 A010000 0.0000
073 A020000 0.0000
073 B000000 0.0000
073 C000000 0.0000
074 A000000 10
074 B000000 0
074 C000000 290
074 D000000 0
074 E000000 0
074 F000000 169209
074 G000000 0
074 H000000 0
074 I000000 5251
074 J000000 6287
074 K000000 0
074 L000000 0
074 M000000 0
074 N000000 181047
074 O000000 4785
074 P000000 154
074 Q000000 0
074 R010000 0
074 R020000 0
074 R030000 0
074 R040000 333
074 S000000 0
074 T000000 175775
074 U010000 12913
<PAGE> PAGE 9
074 U020000 0
074 V010000 13.61
074 V020000 0.00
074 W000000 0.0000
074 X000000 1009
074 Y000000 0
075 A000000 0
075 B000000 167199
076 000000 10.63
077 A000000 N
078 000000 N
080 A000000 NATIONAL FIRE INSURANCE COMPANY
080 C000000 400
081 A000000 N
081 B000000 0
082 A000000 N
082 B000000 0
083 A000000 N
083 B000000 0
084 A000000 N
084 B000000 0
085 A000000 N
085 B000000 N
086 A010000 0
086 A020000 0
086 B010000 0
086 B020000 0
086 C010000 0
086 C020000 0
086 D010000 0
086 D020000 0
086 E010000 0
086 E020000 0
086 F010000 0
086 F020000 0
087 A010000 COMMON STOCK
087 A020000 290891100
087 A030000 MEF
088 A000000 N
088 B000000 N
088 C000000 N
088 D000000 N
SIGNATURE C. WILLIAM MAHER
TITLE TREASURER
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 129,165,990
<INVESTMENTS-AT-VALUE> 174,749,552
<RECEIVABLES> 6,287,402
<ASSETS-OTHER> 10,200
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 181,047,154
<PAYABLE-FOR-SECURITIES> 4,785,351
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 487,012
<TOTAL-LIABILITIES> 5,272,363
<SENIOR-EQUITY> 1,291,323
<PAID-IN-CAPITAL-COMMON> 134,878,287
<SHARES-COMMON-STOCK> 12,913,231
<SHARES-COMMON-PRIOR> 12,913,231
<ACCUMULATED-NII-CURRENT> (299,241)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (5,678,427)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 45,582,849
<NET-ASSETS> 175,774,791
<DIVIDEND-INCOME> 551,435
<INTEREST-INCOME> 472,387
<OTHER-INCOME> 0
<EXPENSES-NET> 1,323,063
<NET-INVESTMENT-INCOME> (299,241)
<REALIZED-GAINS-CURRENT> 23,443,434
<APPREC-INCREASE-CURRENT> 6,703,792
<NET-CHANGE-FROM-OPS> 29,847,985
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 29,847,985
<ACCUMULATED-NII-PRIOR> (29,121,861)
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 758,579
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,323,063
<AVERAGE-NET-ASSETS> 167,198,909
<PER-SHARE-NAV-BEGIN> 11.30
<PER-SHARE-NII> (0.02)
<PER-SHARE-GAIN-APPREC> 2.33
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.61
<EXPENSE-RATIO> 1.57
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
As amended and restated as of February 26, 1998
AMENDED AND RESTATED BY-LAWS
OF
THE EMERGING MEXICO FUND, INC.
Offices
1. Principal Office. The principal office of the
Corporation shall be in the City of Baltimore,
St ate of Maryland.
1. Principal Executive Office. The principal executive office
of the Corporation shall be at 375
Pa rk Avenue, New York, New York 10022.
1. Other Offices. The Corporation may have such other offices in such
places as the Board of
Directors may from time to time determine.
I
Meetings of Stockholders
1. Annual Meeting. The annual meeting of the stockholders
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, in each year, at such date and time as shall be designated from
time to time by the Board of
Di rectors and stated in the notice of the meeting.
1. Special Meetings. Special meetings of the stockholders,
unless otherwise provided by law or
by the Charter, and subject to the provisions of Section 12 of Article II
of these By-Laws, may be called for
any purpose or purposes by a majority of the Board of Directors, the
President, or on the written request of
the holders of at least a majority of the outstanding shares of capital
stock of the Corporation entitled to
vo te at such meeting.
1. Place of Meetings. The annual meeting and any special
meeting of the stockholders shall be
held at such place within the United States as the Board of Directors
may from time to time determine.
1. Notice of Meetings; Waiver of Notice. Notice of the place,
date and time of the holding of
each annual and special meeting of the stockholders and the purpose or
purposes of each special meeting
shall be given personally or by mail, not less than ten nor more than
ninety days before the date of such
meeting, to each stockholder entitled to vote at such meeting and to
each other stockholder entitled to notice
of the meeting. Notice by mail shall be deemed to be duly given when
deposited in the United States mail
addressed to the stockholder at his address as it appears on the
records of the Corporation, with postage
thereon prepaid.
Notice of any meeting of stockholders shall be deemed waived by any
stockholder 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.
1. Quorum. At all meetings of the stockholders, 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 Charter. In the
absence of a quorum no business may be transacted, except that the holders
of 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
Charter, 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.
1. Organization. At each meeting of the stockholders, the Chairman
of the Board (if one has been designated by the Board), or in his absence
or inability to act, the President, or in the absence or
inability to act of the Chairman of the Board and the President, a Vice
President, shall act as chairman of
the meeting. The Secretary, or in his 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.
1. Order of Business. The order of business at all meetings of
the stockholders shall be as determined by the chairman of the meeting.
1. Voting. Except as otherwise provided by statute or the Charter,
each holder of record of shares of stock of the Corporation having voting
power shall be entitled at each meeting of the stockholders to one
vote for every share of such stock standing in his name on the record
of stockholders 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.
Each stockholder entitled to vote at any meeting of stockholders
may authorize another person or persons to act for him by a proxy
signed by such stockholder 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 stockholder 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 Charter or these
By-Laws, any corporate action to
be taken by vote of the stockholders shall be authorized by a majority
of the total votes cast at a meeting of stockholders by the holders of
shares present in person or represented by proxy and entitled to vote
on such action.
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 stockholder voting, or by
his proxy, if there be such proxy, and shall state the number of shares
voted.
1. Fixing of Record Date. The Board of Directors may set a record date
for the purpose of determining stockholders entitled to vote at any meeting
of the stockholders. 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 stockholders. 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.
1. Inspectors. The Board may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting or
any adjournment thereof. If the inspectors 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 stockholder entitled to vote there at
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 stockholders. On request of the chairman of the meeting or any
stockholder 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 stockholders.
1. Consent of Stockholders in Lieu of Meeting. Except as otherwise
provided by statute or the Charter, any action required to be taken at
any annual or special meeting of stockholders, or any action
which may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a vote,
if the following are filed with the record of stockholders meetings:
(i) a unanimous written consent which sets forth the action and is
signed by each stockholder entitled to vote on the matter and
(ii) a written waiver of any right to dissent signed by each stockholder
entitled to notice of the meeting but not entitled to vote thereat.
Section 12. Nomination of Directors. Only persons who are
nominated in accordance with the following procedures shall be
eligible for election as directors of the Corporation, except as
may be otherwise provided in the Charter of the Corporation with
respect to the right, if any, of holders of preferred stock of
the Corporation to nominate and elect a specified number of directors
in certain circumstances.
Nominations of persons for election to the Board of Directors may be
made at any annual meeting of stockholders, or at any special meeting
of stockholders called for the purpose of electing directors, (a) by or
at the direction of the Board of Directors (or any duly authorized
committee thereof) or (b) by any stockholder of the Corporation (i)
who is a stockholder of record on the date of the giving of the notice
provided for in this Section 12 and on the record date for the determination
of stockholders entitled to vote at such meeting and (ii) who complies
with the notice procedures set forth in this Section 12.
In addition to any other applicable requirements, for a nomination
to be made by a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of the
Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive
offices of the Corporation (a) in the case of an annual meeting,
not less than sixty (60) calendar days nor more than ninety (90)
calendar days prior to the anniversary date of the immediately
preceding annual meeting of stockholders; provided, however, that in
the event that the annual meeting is called for a date that is not
within thirty (30) calendar days before or sixty (60) calendar days
after such anniversary date, notice by the stockholder in order to be
timely must be so received not later than the close of business on the
later of the sixtieth (60th) calendar day prior to such annual meeting
or the tenth (10th) calendar day following the day on which notice of
the date of the annual meeting was mailed or public
disclosure of the date of the annual meeting was made, whichever first
occurs; and (b) in the case of a special meeting of stockholders called
for the purpose of electing directors, not later than the close of
business on the tenth (10th) calendar day following the day on which
notice of the date of the special meeting was mailed or public disclosure
of the date of the special meeting was made, whichever first
occurs. For purposes of this Section 12, the date of a public disclosure
shall include, but not be limited to,
the date on which such disclosure is made in a press release reported by
the Dow Jones News Services, the Associated Press or any comparable national
news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Sections
13, 14 or 15(d) (or the rules and regulations thereunder) of the Securities
Exchange Act of 1934, as amended, or pursuant to
Section 30 (or the rules and regulations thereunder) of the Investment
Company Act of 1940, as amended.
To be in proper written form, a stockholder's notice to the Secretary
must set forth (a) as to each person whom the stockholder proposes to
nominate for election as a director (i) the name, age, business address
and residence address of the person, (ii) the principal occupation or
employment of the person, (iii) theclass or series and number of shares
of capital stock of the Corporation which are owned beneficially or of
record by the person and (iv) any other information relating to the person
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election
of directors pursuant to Section 14 of the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder; and (b)
as to the stockholder giving the notice (i) the name and record address of
such stockholder, (ii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of
record by such stockholder, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee
and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by
proxy at the meeting to nominate the persons named in its notice and (v)
any other information relating to such stockholder that would be required
to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder. Such
notice must be accompanied by a written consent of each proposed nominee
to being named as a nominee and to serve as a director if elected.
No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set
forth in this Section 12. If the Chairman of the meeting determines
that a nomination was not made in accordance with the foregoing
procedures, the Chairman shall declare to the meeting that the
nomination was defective and such defective nomination shall be
disregarded.
Section 13. Business at Annual Meeting. No business may be transacted
at an annual meeting of stockholders, other than business that is either
(a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the annual
meeting by or at the direction of the Board of Directors
(or any duly authorized committee thereof) or (c) otherwise properly brought
before the annual meeting by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice
provided for in this Section 13 and on the record date for the determination
of stockholders entitled to vote
at such annual meeting and (ii) who complies with the notice procedures set
forth in this Section 13.
In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written
form to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive
offices of the Corporation not less than sixty (60) calendar days
nor more than ninety (90) calendar days prior to the anniversary
date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual
meeting is called for a date that is not
within thirty (30) calendar days before or sixty (60) calendar days
after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the
close of business on the later of the sixtieth (60th) calendar day prior
to such annual meeting or the tenth (10th) calendar day following the day
on which notice of the date of the annual meeting was mailed or public
disclosure of the date of the annual meeting was made, whichever first
occurs. For purposes of this Section 13, the date of a public disclosure
shall include, but not be limited to, the date on which such disclosure is
made in a press release reported by
the Dow Jones News Services, the Associated Press or any comparable
national news service or in a document publicly filed by the Corporation
with the Securities and Exchange Commission pursuant to
Sections 13, 14 or 15(d) (or the rules and regulations thereunder) of
the Securities Exchange Act of 1934,as amended, or pursuant to Section
30 (or the rules and regulations thereunder) of the Investment Company
Act of 1940, as amended.
To be in proper written form, a stockholder's notice to the Secretary
must set forth as to each matter such stockholder proposes to bring
before the annual meeting (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii)the name and
record address of such stockholder, (iii) the class or series and
number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (iv) a
description of all arrangements or understandings between such
stockholder and any other person or persons (including
their names) in connection with the proposal of such business by such
stockholder and any material interest of such stockholder in such business
and (v) a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to bring such business before
the meeting.
No business shall be conducted at the annual meeting of stockholders
except business brought before the annual meeting in accordance with
the procedures set forth in this Section 13, provided, however, that,
once business has been properly brought before the annual meeting in
accordance with such procedures, nothing
in this Section 13 shall be deemed to preclude discussion by any
stockholder of any such business. If the Chairman of an annual meeting
determines that business was not properly brought before the annual
meeting in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the business was not properly brought before
the meeting and such business shall not be transacted.
I
Board of Directors
1. General Powers. Except as otherwise provided in the Charter,
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 stockholders by law or by the Charter
or these By-Laws.
1. 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 less than three nor more than
fifteen. Any vacancy created by an increase in Directors may be filled
in accordance with Section 6 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 unless such director is
specifically removed pursuant to Section 5 of this Article III at the
time of such decrease. Directors need not be stockholders. As long as
any preferred stock of the Corporation is outstanding, the number of
Directors shall be not less than five.
1. Election and Term of Directors. Directors shall be elected
annually, by written ballot at the annual meeting of stockholders, or
a special meeting held for that purpose. The term of office of each
director shall be from the time of his election and qualification until
the annual election of directors next succeeding his election and until
his successor shall have been 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, or as otherwise provided by
statute or the Charter.
1. 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 upon its receipt; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it
effective.
1. Removal of Directors. Any director of the Corporation may be
removed for cause (but not without cause) by the stockholders by a
vote of seventy-five percent (75%) of the outstanding shares of
capital stock then entitled to vote in the election of such director.
1. 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 Charter.
1. 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.
1. Regular Meeting. Regular meetings of the Board may be held
without notice at such time and
pl ace as may be determined by the Board of Directors.
1. 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.
1. Telephone Meetings. Members of the Board of Directors or of any
committee thereof may
participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can
hear each other at the same time. 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.
1. 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 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.
1. 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 or notice of any meeting need not state the
purposes of such meeting.
1. 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 Charter, 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.
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.
1. 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 of
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.
1. 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.
1. 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.
Section 17. Investment Policies. It shall be the duty of the Board
of Directors to direct 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 of the Corporation
included in the registration statement of the Corporation relating to
the initial public offering 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 stockholders 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 an
individual or corporate management company and/or investment adviser
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 stockholders of the
Corporation in accordance with the provisions of the Investment Company
Act of 1940, as amended.
I
Committees
1. Executive Committee. The Board may, by resolution adopted by a
majority of the entire board, designate an Executive Committee consisting
of two or more of the directors of the corporation, which
committee shall have and may exercise all the powers and authority of the
Board with respect to all matters other than:
(a) the submission to stockholders of any action requiring
authorization of stockholders pursuant to statute or the Charter;
(a) the filling of vacancies on the Board of Directors;
(a) the fixing of compensation of the directors for
serving on the Board or on any committee of the Board, including the
Executive Committee;
(a) the approval or termination of any contract with an investment
adviser or principal underwriter, as such terms are defined in the
Investment Company Act of 1940, as amended, or the taking of any other
action required to be taken by the Board of Directors by the Investment
Company Act of 1940, as amended;
(a) the amendment or repeal of these By-Laws or the adoption of
new By-Laws;
(a) the amendment or repeal of any resolution of the Board which
by its terms may be amended or repealed only by the Board;
(a) the declaration of dividends and the issuance of capital stock
of the Corporation; and
(a) the approval of any merger or share exchange which does not
require stockholder approval.
The Executive Committee shall keep written minutes of its proceedings
and shall report such minutes to the Board. All such proceedings shall
be subject to revision or alteration by the Board; provided,
however, that third parties shall not be prejudiced by such revision or
alteration.
1. Other 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 other committees of the Board, each such
committee to consist of two or more directors and to have such
powers and duties as the Board of Directors may, by resolution, prescribe.
1. General. One-third, but not less than two, of the members of any
committee shall be present in person at any meeting of such committee in
order to constitute a quorum for the transaction of business at
such meeting, and the act of a majority present shall be the act of
such committee. The Board may designate a chairman of any committee
and such chairman or any two members of any committee may fix the time
and place of its meetings unless the Board shall otherwise provide. In
the absence or disqualification of any member of any committee, the member
or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors
to act at the meeting in the place of any such absent or disqualified
member. 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.
I
Officers, Agents and Employees
1. 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 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 stockholders,
each to hold office until the next meeting of the stockholders 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.
1. 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.
1. 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.
1. Vacancies. A vacancy in any office, whether 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.
1. 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.
1. 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.
1. 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 stockholders 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.
1. 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.
1. Treasurer. The Treasurer shall
(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 custodian of
the property of the Corporation;
(a) keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation;
(a) cause all moneys and other valuables to be deposited to the credit
of the Corporation;
(a) receive, and give receipts for, moneys due and payable, to the
Corporation from any source whatsoever;
(a) disburse the funds of the Corporation and supervise the investment
of its funds as ordered or authorized by the Board, taking proper vouchers
therefore; and
(a) 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.
1. Secretary. The Secretary shall
(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 stockholders;
(a) see that all notices are duly given in accordance with the
provisions of these By-Laws and as required by law;
(a) 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;
(a) 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
(a) 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.
1. 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.
I
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, except that such indemnity shall not protect
any such person against any liability to the Corporation or any stockholder
thereof to which such person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office. 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 non-party 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
stockholders 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
Capital Stock
1. 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 stock 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. Books of Account and Record of Stockholders. 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 stockholder,
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.
1. 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 right of a
person in whose name any share or shares stand on the record of
stockholders 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.
Section 4. 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.
Section 5. 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.
Section 6. Fixing of a Record Date for Dividends and Distributions.
The Board may fix, in advance, a date not more than ninety days
preceding the date fixed for the payment of any dividend or the
making of any distribution or the allotment of rights to subscribe
for securities of the Corporation, or for the delivery
of evidences of rights or evidences of interests arising
out of any change, conversion or exchange of common stock or other
securities, as the record date for the determination of the stockholders
entitled to receive any such dividend, distribution, allotment, rights or
interests, and in such case only the stockholders of record at the time so
fixed shall be entitled to receive such dividend, distribution, allotment,
rights or interests.
Section 7. Information to Stockholders and Others. Any stockholder
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 stockholders, annual statements of its affairs, and voting
trust agreements on file at its principal office.
ARTICLE VIII
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.
ARTICLE IX
Fiscal Year
Unless otherwise determined by the Board, the fiscal year of the
Corporation shall end on the 31st day of August.
ARTICLE X
Depositories and Custodians
Section 1. 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.
Section 2. 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.
ARTICLE XI
Execution of Instruments
Section 1. 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.
Section 2. 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.
ARTICLE XII
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 stockholders
in accordance with the provisions of the Investment Company Act of
1940, as amended.
ARTICLE XIII
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 stockholders based upon each such
examination shall be mailed to each stockholder 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 stockholders 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 Corporations 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.
ARTICLE XIV
Amendments
These By-Laws or any of them may be amended, altered or repealed at
any regular meeting of the stockholders or at any special meeting of
the stockholders by a favorable vote of the holders of at least
seventy-five percent (75%) of the outstanding shares of capital stock
of the Corporation entitled to be voted on the matter, provided that
notice of the proposed amendment, alteration or repeal be contained in
the notice of such special meeting. These By-Laws may also be amended,
altered or repealed by the affirmative vote of a majority of the Board
of Directors 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.
SUB-ADVISORY AGREEMENT
AGREEMENT made this 1st day of January, 1997 by and between
Santander Management Inc., a Bahamas corporation, (hereinafter
called the "Investment Adviser"), Gestion Santander Mexico, S.A.
de C.V., a Mexican corporation (hereinafter called the "Mexican
Adviser") and The Emerging Mexico Fund, Inc., a Maryland
corporation (the "Fund");
W I T N E S S E T H:
WHEREAS, the Fund is engaged in business as a closed-end
non-diversified management investment company and is
registered as such under the Investment Company Act of
1940, as amended (the "1940 Act");and
WHEREAS, the Investment Adviser and the Mexican Adviser are
engaged in rendering investment advisory services and are registered
as
investment advisers under the Investment Advisers Act of 1940; and
WHEREAS, the Fund and the Investment Adviser have entered
into an Investment Advisory Agreement (the "Investment Advisory
Agreement") pursuant to which the Investment Adviser provides
investment advice to the Fund and is responsible for the
portfolio management of the Fund; and
WHEREAS, the Mexican Adviser is willing to provide investment
advisory services to the Fund on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter contained the Fund, the Investment
Adviser and the Mexican Adviser agree as follows:
1. Duties of the Mexican Adviser. The Mexican
Adviser hereby undertakes and agrees, upon the terms and conditions
herein set forth, (i) to make investment decisions for the Fund,
to prepare and make available to the Fund economic research,
securities analysis and statistical data in connection therewith,
and to supervise the acquisition and disposition of securities by
the Fund, including the selection of brokers or dealers to carry
out the transactions, all in accordance with the Fund's
investment objective, policies and restrictions as stated in the
Fund's prospectus, dated October 3, 1995 (the "Prospectus") and
in accordance with guidelines and directions from the Fund's Board
of Directors; and (ii)to furnish at the Mexican Adviser's expense
clerical services related to research, statistical and investment
work.
2. Expenses of the Mexican Adviser. The Mexican
Adviser will bear all expenses necessary to perform its obligations
under this Agreement. The Fund and the Investment Adviser assume
and shall pay or cause to be paid certain other expenses of the
Fund as set forth in the Investment Advisory Agreement.
3. Compensation of the Mexican Adviser. The
Investment Adviser agrees to pay in United States dollars to the
Mexican Adviser, as full compensation for the services to be
rendered and expenses
to be borne by the Mexican Adviser hereunder, a monthly fee at
the annual rate of .15% of the Fund's average weekly net assets.
For purposes of computing the monthly fee, the value of the net
assets of the Fund shall be determined as of the close of business
on the business day of each week
designated by the Fund's board of directors for each week where the
last business day of the week falls within that month and the
aggregate value of such assets shall be divided by the number of
such weeks. The fee for the period from the end of the last
month ending prior to termination of this
Agreement, for whatever reason, to the date of termination shall be
based on the value of the net assets of the Fund determined as of
the close of business on the date of termination, and the fee for
such period shall be prorated according to the proportion which
such period bears to a full monthly period. Each payment of a
monthly fee to the Mexican Adviser shall be made within the ten
days next following the day as of which such
payment is so computed. The value of the net assets of the Fund
shall be determined in accordance with the Prospectus.
4. Limitation of Liability of the Mexican Adviser;
Indemnification. (a) The Mexican Adviser may rely on information
reasonably believed by it to be accurate and reliable. Neither
the Mexican Adviser nor its officers, directors, employees,
agents or controlling persons as defined in the 1940 Act shall
be subject to any liability for any act or omission, error of
judgment or mistake of law, or for any loss suffered by
the Fund, in the course of, connected with or arising out
of any services to be rendered hereunder, except by reason of
willful misfeasance, bad faith or gross negligence on the part
of the Mexican Adviser in the performance of
its duties or by reason of reckless disregard on the part of
the Mexican Adviser of its obligations and duties under this
Agreement. Any person, even though also employed by the Mexican
Adviser, who may be or become an employee of the Fund and paid
by the Fund shall be deemed, when acting within the scope of
his employment by the Fund, to be acting in such employment
solely for the Fund and not as an employee or agent of the
Mexican Adviser.
(a) The Fund indemnifies the Mexican
Adviser to the fullest extent permitted by law against any and all
judgments, fines, amounts paid in settlement and reasonable
expenses,including attorneys' fees, incurred by the Mexican
Adviser as the result of
any action, suit or proceeding against the Mexican Adviser in its
capacity as Mexican Adviser of the Fund in connection with the
matters to which this Agreement relates except to the extent
that such action, suit or proceeding results from the willful
misfeasance, bad faith or gross negligence on the part of the
Mexican Adviser or its reckless disregard of its obligations and
duties under this Agreement.
5. Activities of the Mexican Adviser. Nothing herein
shall be construed as prohibiting the Mexican Adviser from providing
investment advisory services to, or entering into investment
advisory
agreements with, other clients (including other registered
investment companies), including clients that may invest in
securities of Mexican issuers.
6. Duration and Termination of this Agreement.
This Agreement shall remain in effect for a period of two years
from the date hereof, and shall continue in effect thereafter, but
only so long as such continuance is specifically approved at least
annually by the affirmative vote of (i) a majority of the members
of the Fund's Board of Directors who are not interested persons of
the Fund or of the Mexican Adviser or of any entity regularly
furnishing investment advisory services with respect to the
Fund pursuant to an agreement with the Mexican Adviser, cast
in person at a meeting called for the purpose of voting on
such approval, and (ii) a majority of the Fund's Board of Directors
or the holders of a majority of the outstanding voting securities
of the Fund.
This Agreement may nevertheless be terminated at any
time without penalty, on 60 days' written notice, by the Fund's Board
of Directors, by vote of the holders of a majority of the
outstanding voting
securities of the Fund, by the Investment Adviser or by the Mexican
Adviser. Any such notice shall be deemed given when received by the
addressee. This Agreement shall automatically be terminated in the
event of its assignment, provided that an assignment to a corporate
successor to all or substantially all of the Mexican Adviser's
business or to a wholly-owned subsidiary of such corporate
successor that does not result in a change of actual control or
management of the Mexican Adviser's business shall not be deemed
to be an assignment for the purposes of this Agreement.
7. Amendments of this Agreement. This Agreement
may not be transferred, assigned, sold or in any manner hypothecated
or pledged by either party hereto other than as contemplated by
Section 6. It may be amended by mutual agreement, but only after
authorization of such amendment by the affirmative vote of
(i) the holders of a majority of the outstanding voting securities
of the Fund, and (ii) a majority of the
members of the Fund's Board of Directors who are not
interested persons of the Fund or of the Mexican Adviser or of any
entity regularly furnishing investment advisory services with
respect to the Fund pursuant to any agreement with the Mexican
Adviser, cast in person at a meeting called for
the purpose of voting on such approval.
8. Governing Law. This Agreement shall be
construed in accordance with the laws of the State of New York,
provided,however, that nothing herein shall be construed as being
inconsistent with the 1940 Act. As used herein, the terms "
interested person", "assignment" and "vote of a majority of the
outstanding voting securities", when used in this Agreement, shall
have the respective meanings specified in the 1940
Act and the Rules and Regulations thereunder, subject, however, to
such exemptions as may be granted by the Securities and Exchange
Commission under said Act.
9. Counterparts. This Agreement may be executed
by the parties hereto in counterparts and if executed in more than
one counterpart the separate instruments shall constitute one
agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
SANTANDER
MANAGEMENT INC.
By: /s/ Mariano Scola
Name:
Title:
GESTION SANTANDER
MEXICO, S.A. de C.V.
By: /s/ Pablo Mancera de A.
Name:
Title:
THE EMERGING MEXICO
FUND, INC.
By: /s/ Gonzalo de las Heras
Name:
Title:
