<PAGE> PAGE 1
000 B000000 12/31/99
000 C000000 0000879357
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 Y
000 H000000 N
000 I000000 3.0.a
000 J000000 A
001 A000000 THE LATIN AMERICA EQUITY FUND, INC.
001 B000000 811-6413
001 C000000 2122729027
002 A000000 ONE CITICORP CENTER, 153 EAST 53RD ST
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10022
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 CREDIT SUISSE ASSET MANAGEMENT, LLC
008 B000001 A
008 C000001 801-37170
008 D010001 NEW YORK
008 D020001 NY
008 D030001 10022
008 A000002 CELFIN SERVICIOS FINANCIEROS LIMITADA
008 B000002 S
008 C000002 801-34897
008 D010002 SANTIAGO
008 D050002 CHILE
010 A000001 BEAR STEARNS FUNDS MANAGEMENT INC.
010 B000001 801-29862
010 C010001 NEW YORK
010 C020001 NY
010 C030001 10022
010 A000002 BEA ADMINISTRATION, ADMINISTRADORA DE FONDOS
010 C010002 SANTIAGO
010 C050002 CHILE
<PAGE> PAGE 2
010 A000004 CREDIT SUISSE ASSET MANAGEMEN, LLC
010 B000004 801-37170
010 C010004 NEW YORK
010 C020004 NY
010 C030004 10022
011 A000001 DONALDSON LUFKIN & JENRETTE SECURITIES CORP.
011 B000001 8-00000000
011 C010001 NEW YORK
011 C020001 NY
011 C030001 10004
011 A000002 PAINE WEBBER INCORPORATED
011 B000002 8-00000000
011 C010002 NEW YORK
011 C020002 NY
011 C030002 10004
011 A000003 SALOMON BROTHERS INC.
011 B000003 8-26920
011 C010003 NEW YORK
011 C020003 NY
011 C030003 10004
011 A000004 SALOMON, SMITH BARNEY & CO., INC.
011 B000004 8-00000000
011 C010004 NEW YORK
011 C020004 NY
011 C030004 10004
012 A000001 BANKBOSTON, N.A.
012 B000001 85-10813
012 C010001 BOSTON
012 C020001 MA
012 C030001 02105
013 A000001 PRICEWATERHOUSECOOPERS LLP
013 B010001 PHILADELPHIA
013 B020001 PA
013 B030001 19103
014 A000001 C/S FIRST BOSTON
014 B000001 8-0000
015 A000001 BROWN BROTHERS HARRIMAN & CO.
015 B000001 C
015 C010001 BOSTON
015 C020001 MA
015 C030001 02109
015 E040001 X
018 000000 Y
019 A000000 N
019 B000000 0
020 A000001 J.P. MORGAN SECURITIES, INC.
020 B000001 13-3224016
020 C000001 58
020 A000002 GOLDMAN SACHS & CO. NEW YORK
020 B000002 13-5108880
020 C000002 50
<PAGE> PAGE 3
020 A000003 MERRILL LYNCH PIERCE FENNER & SMITH
020 B000003 13-5674085
020 C000003 50
020 A000004 MORGAN STANLEY & COMPANY, INC.
020 B000004 13-2655998
020 C000004 46
020 A000005 CREDIT LYONNAIS SECURITIES (USA) INC.
020 C000005 40
020 A000006 MORGAN GUARANTY TRUST COMPANY OF NEW YORK
020 C000006 38
020 A000007 BEAR STEARNS & COMPANY INC.
020 B000007 13-3299429
020 C000007 36
020 A000008 SALOMON SMITH BARNEY INC.
020 B000008 13-3082694
020 C000008 28
020 A000009 ABN AMRO SECURITIES USA INC. NEW YORK
020 C000009 28
020 A000010 PARIBAS CORPORATION
020 B000010 13-3235334
020 C000010 19
021 000000 648
022 A000001 DB CLEARING SERVICES
022 C000001 10529
022 D000001 661
022 A000002 DEUTSCH BANK SEC.
022 C000002 2318
022 D000002 7231
022 A000003 MORGAN STANLEY & COMPAMY, INC.
022 B000003 13-2655998
022 C000003 2330
022 D000003 3636
022 A000004 CREDIT LYONNAIS SECURITIES (USA) INC.
022 C000004 4097
022 D000004 893
022 A000005 MERRILL LYNCH, PIERCE FRNNER & SMITH
022 B000005 13-5674085
022 C000005 901
022 D000005 3117
022 A000006 BEAR STEARNS & COMPANY INC.
022 B000006 13-3299429
022 C000006 2834
022 D000006 799
022 A000007 DRESDNER SECURITIES (USA) INC.
022 B000007 04-2442748
022 C000007 1138
022 D000007 2064
022 A000008 ABN AMRO SECURITIES (USA) INC.
022 C000008 1156
022 D000008 1394
022 A000009 J.P. MORGAN SECURITIES, INC.
<PAGE> PAGE 4
022 B000009 1332240169
022 C000009 1236
022 D000009 808
022 A000010 SALOMON SMITH BARNEY INC.
022 B000010 13-3082694
022 C000010 0
022 D000010 1877
023 C000000 33496
023 D000000 31629
024 000000 N
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 Y
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
<PAGE> PAGE 5
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
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 100000
048 A020000 1.250
048 B010000 50000
048 B020000 1.150
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 150000
<PAGE> PAGE 6
048 K020000 1.050
049 000000 N
050 000000 N
051 000000 N
052 000000 N
053 A000000 Y
053 B000000 Y
054 A000000 Y
054 B000000 Y
054 C000000 N
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
<PAGE> PAGE 7
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
069 000000 N
070 A010000 Y
070 A020000 Y
070 B010000 N
070 B020000 N
070 C010000 N
070 C020000 N
070 D010000 N
070 D020000 N
070 E010000 N
070 E020000 N
070 F010000 N
070 F020000 N
070 G010000 N
070 G020000 N
070 H010000 N
070 H020000 N
070 I010000 N
070 I020000 N
070 J010000 Y
070 J020000 Y
070 K010000 Y
070 K020000 Y
070 L010000 Y
070 L020000 Y
070 M010000 Y
070 M020000 Y
070 N010000 N
070 N020000 N
070 O010000 Y
070 O020000 N
070 P010000 Y
070 P020000 N
070 Q010000 N
070 Q020000 N
070 R010000 N
070 R020000 N
071 A000000 147522
071 B000000 158680
071 C000000 91228
071 D000000 162
<PAGE> PAGE 8
072 A000000 12
072 B000000 165
072 C000000 2265
072 D000000 0
072 E000000 0
072 F000000 1237
072 G000000 179
072 H000000 0
072 I000000 39
072 J000000 133
072 K000000 0
072 L000000 112
072 M000000 43
072 N000000 0
072 O000000 84
072 P000000 0
072 Q000000 82
072 R000000 63
072 S000000 57
072 T000000 0
072 U000000 0
072 V000000 0
072 W000000 49
072 X000000 2078
072 Y000000 75
072 Z000000 427
072AA000000 1497
072BB000000 0
072CC010000 46393
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 2385
074 B000000 0
074 C000000 0
074 D000000 200
074 E000000 0
074 F000000 120200
074 G000000 0
074 H000000 0
074 I000000 84
074 J000000 372
074 K000000 0
074 L000000 474
074 M000000 5
074 N000000 123720
<PAGE> PAGE 9
074 O000000 0
074 P000000 322
074 Q000000 0
074 R010000 0
074 R020000 0
074 R030000 0
074 R040000 136
074 S000000 0
074 T000000 123262
074 U010000 7235
074 U020000 0
074 V010000 17.04
074 V020000 0.00
074 W000000 0.0000
074 X000000 330
074 Y000000 0
075 A000000 0
075 B000000 113817
076 000000 12.63
077 A000000 Y
077 B000000 Y
077 O000000 Y
077 Q010000 Y
078 000000 N
080 A000000 GULF INSURANCE COMPANY
080 C000000 6500
081 A000000 Y
081 B000000 10
082 A000000 N
082 B000000 0
083 A000000 N
083 B000000 0
084 A000000 N
084 B000000 0
085 A000000 Y
085 B000000 N
086 A010000 0
086 A020000 0
086 B010000 1378
086 B020000 11731
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 THE LATIN AMERICA EQUITY FUND, INC.
087 A020000 51827T100
087 A030000 LAQ
<PAGE> PAGE 10
088 A000000 N
088 B000000 N
088 C000000 N
088 D000000 N
SIGNATURE MICHAEL PIGNATARO
TITLE CFO
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000879357
<NAME> THE LATIN AMERICA EQUITY FUND, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<INVESTMENTS-AT-COST> 90067240
<INVESTMENTS-AT-VALUE> 120483970
<RECEIVABLES> 846208
<ASSETS-OTHER> 2390151
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 123720329
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 458688
<TOTAL-LIABILITIES> 458688
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 120503064
<SHARES-COMMON-STOCK> 7235428
<SHARES-COMMON-PRIOR> 8613628
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (27658249)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 30416826
<NET-ASSETS> 123261641
<DIVIDEND-INCOME> 2264872
<INTEREST-INCOME> 164703
<OTHER-INCOME> 0
<EXPENSES-NET> 2002765
<NET-INVESTMENT-INCOME> 426810
<REALIZED-GAINS-CURRENT> 1497554
<APPREC-INCREASE-CURRENT> 46392673
<NET-CHANGE-FROM-OPS> 48317037
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 1378200
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 36585660
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (29405430)
<OVERDISTRIB-NII-PRIOR> 722668
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1237005
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2078414
<AVERAGE-NET-ASSETS> 113817114
<PER-SHARE-NAV-BEGIN> 10.06
<PER-SHARE-NII> 0.06
<PER-SHARE-GAIN-APPREC> 6.92
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 17.04
<EXPENSE-RATIO> 2.14
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
Report of Independent Accountants
To the Board of Directors and Shareholders
of The Latin America Equity Fund, Inc.
In planning and performing our audit of the financial statements of
The Latin America Equity Fund, Inc (the "Company") for the year
ended December 31, 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 December 31, 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
February 18, 2000
1
2
Latin America Equity Fund, Inc.
CSAM
10f-3 Report
For the Period October 31, 1999 through December 31, 1999
Fund Offering Date Broker Price
LAQ Terra Networks 11/16/99 Goldman Sachs 13.00
Shares %of Assets % of Offering Syndicate Member
10,000 0.13% 0.04% CS First Boston
AMENDED AND RESTATED BYLAWS
OF
THE LATIN AMERICA EQUITY FUND, INC.
BYLAW-ONE: NAME OF COMPANY, LOCATION OF OFFICES AND SEAL.
Article 1.1. Name. The name of the Company is The Latin America
Equity Fund, Inc.
Article 1.2. Principal Offices. The principal office of the
Company in the State of Maryland shall be located in Baltimore,
Maryland. The Company may, in addition, establish and maintain such
other offices and places of business within or outside the State of
Maryland as the Board of Directors may from time to time determine.
Article 1.3. Seal. The corporate seal of the Company shall be
circular in form and shall bear the name of the Company, the year of
its incorporation and the words "Corporate Seal, Maryland." The form
of the seal shall be subject to alteration by the Board of Directors
and the seal may be used by causing it or a facsimile to be impressed
or affixed or printed or otherwise reproduced. Any Officer or
Director of the Company shall have authority to affix the corporate
seal of the Company to any document requiring the same.
BYLAW-TWO: STOCKHOLDERS.
Article 2.1. Place of Meetings. All meetings of the Stockholders
shall be held at such place within the United States, whether within
or outside the State of Maryland, as the Board of Directors shall
determine, which shall be stated in the notice of the meeting or in
a duly executed waiver of notice thereof.
Article 2.2. Annual Meeting. Commencing in 1992, the annual meeting
of the Stockholders of the Company shall be held at such place as the
Board of Directors shall select on such date, during the 31-day
period ending four months after the end of the Company's fiscal year,
as may be fixed by the Board of Directors each year, at which time
the Stockholders shall elect Directors by a plurality of votes cast,
and transact such other business as may properly come before the
meeting. Any business of the Company may be transacted at the annual
meeting without being specially designated in the notice except as
otherwise provided by statute, by the Articles of Incorporation or
by these Bylaws.
Article 2.3. Special Meetings. Special meetings of the Stockholders
for any purpose or purposes, unless otherwise prescribed by statute
or by the Articles of Incorporation, may be called by resolution of
the Board of Directors or by the President, and shall be called by
the Secretary at the request of a majority of the Board of Directors
or at the request, in writing, of Stockholders holding at least a
majority of the votes entitled to be cast at the meeting upon payment
by such Stockholders to the Company of the reasonably estimated cost
of preparing and mailing a notice of the meeting (which estimated
cost shall be provided to such Stockholders by the Secretary of the
Company). A written request shall state the purpose or purposes of
the proposed meeting and the matters proposed to be acted upon at it.
At any special meeting of the Stockholders, only such business shall
be conducted as shall be properly brought before the meeting and has
been indicated in the notice of meeting given in accordance with
Article 2.4 of these Bylaws. The chairman of the special meeting
shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting or is not
a proper subject for the meeting; any such business shall not be
considered or transacted.
Article 2.4. Notice. Written notice of every meeting of
Stockholders, stating the purpose or purposes for which the meeting
is called, the time when and the place where it is to be held, shall
be served, either personally or by mail, not less than ten nor more
than ninety days before the meeting, upon each Stockholder as of the
record date fixed for the meeting who is entitled notice of or to
vote at such meeting. If mailed (i) such notice shall be directed to
a Stockholder at his address as it shall appear on the books of the
Company (unless he shall have filed with the Transfer Agent of the
Company a written request that notices intended for him be mailed to
some other address, in which case it shall be mailed to the address
designated in such request) and (ii) such notice shall be deemed to
have been given as of the date when it is deposited in the United
States mail with first-class postage thereon prepaid.
Article 2.5. Notice of Stockholder Business at Annual Meetings. (a)
At any annual meeting of the Stockholders, only such business shall
be conducted as shall have been properly brought before the meeting.
To be properly brought before an annual meeting, the business must
(i) be specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (ii)
otherwise
be properly brought before the meeting by or at the direction of the
Board of Directors, or (iii) otherwise (x) be properly brought before
the meeting by a Stockholder who is entitled to vote at the meeting,
who complies with the notice procedures set forth in this Article 2.5
and who is a Stockholder of record at the time such notice is
delivered to the Secretary of the Company, and (y) constitute a
proper subject to be brought before the meeting.
(b) For business to be properly brought before an annual meeting by
a Stockholder, the Stockholder must have given timely notice thereof
in writing to the Secretary of the Company. To be timely, such notice
must be delivered to or mailed and received at the principal
executive offices of the Company not later than 45 days before the
date in the then current year corresponding to the date on which the
Company first mailed its notice and proxy materials for the annual
meeting held in the prior year; provided, however, that in the event
that the date of the annual meeting is advanced or delayed by more
than 30 days from the first anniversary of the preceding year's
annual meeting, notice by such Stockholder to be timely must be so
received not later than the close of business on the 10th day
following the day on which notice or public announcement of the date
of such meeting was given or made. In no event shall the public
announcement of an adjournment of an annual meeting commence a new
time period for the giving of a Stockholder's notice as described
above.
(c) Any such notice by a Stockholder shall set forth as to each
matter the Stockholder proposes to bring before the annual meeting
(i) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at
the annual meeting, (ii) the name and address, as they appear on the
Company's books, of the Stockholder proposing such business, (iii)
the
class and number of shares of the capital stock of the Company which
are beneficially owned by the Stockholder, (iv) a representation that
the Stockholder is a holder of record of shares of the Company
entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to present such business, (v) whether the
Stockholder intends or is part of a group which intends to solicit
proxies from other Stockholders in support of such business, and (vi)
any material interest of the Stockholder in such business.
(d) Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Article 2.5. The
chairman of the annual meeting shall, if the facts warrant, determine
and declare to the meeting that (i) the business proposed to be
brought before the meeting is not a proper subject thereof and/or
(ii) such business was not properly brought before the meeting in
accordance with the provisions of this Article 2.5, and, if he should
so determine, he shall so declare to the meeting that any such
business shall not be considered or transacted.
(e) For purpose of Articles 2.5 and 3.3 of these Bylaws, "public
announcement" shall mean disclosure in a press release reported by
the Dow Jones News Service, Bloomberg or comparable news service or
in a document publicly filed by the Company with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934
or the Investment Company Act of 1940, as amended.
Article 2.6. Quorum. The holders of a majority of the stock issued
and outstanding and entitled to vote, present in person or
represented by proxy, shall be requisite and shall constitute a
quorum at all meetings of the Stockholders for the transaction of
business except as otherwise provided by statute, by the Articles of
Incorporation or by these Bylaws. If a quorum shall not be present
or represented, the Stockholders entitled to vote thereat, present in
person or represented by proxy, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at
the meeting, to a date not more than 120 days after the original
record date, until a quorum shall be present or represented. At such
adjourned meeting, at which a quorum shall be present or represented,
any business which might have been transacted at the original meeting
may be transacted.
Article 2.7. Vote of the Meeting. When a quorum is present or
represented at any meeting, the vote of the holders of a majority of
the votes cast shall decide any question brought before such meeting
(except with respect to election of directors which shall be by a
plurality of votes cast), unless the question is one upon which, by
express provisions of applicable statutes, of the Articles of
Incorporation or of these Bylaws, a different vote is required, in
which case such express provisions shall govern and control the
decision of such question.
Article 2.8. Voting Rights of Stockholders. Each Stockholder of
record having the right to vote shall be entitled at every meeting of
the Stockholders of the Company to one vote for each share of stock
having voting power standing in the name of such Stockholder on the
books of the Company on the record date fixed in accordance with
Article 6.5 of these Bylaws, with pro rata voting rights for any
fractional shares, and such votes may be cast either in person or
by written proxy.
Article 2.9. Organization. At every meeting of the Stockholders,
the Chairman of the Board, or in his absence or inability to act, the
President or a Vice President of the Company, shall act as chairman
of the meeting. The Secretary, or in his absence or inability to
act, a person appointed by the chairman of the meeting, shall act as
secretary of the meeting and keep the minutes of the meeting.
The Board of Directors of the Company shall be entitled to make such
rules or regulations for the conduct of meetings of Stockholders as
it
shall deem necessary or appropriate. Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the
meeting shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the
judgment of such chairman, are necessary or appropriate for the
proper conduct of the meeting, including, without limitation,
establishing an order of business for the meeting, rules and
procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to
Stockholders of record of the Company and their duly authorized and
constituted proxies, and such other persons as the chairman shall
permit, limitations on the time allotted to questions or comments
by participants and regulation of the opening and closing of the
polls for balloting and matters which are to be voted on by ballot.
Article 2.10. Proxies. Every proxy must be executed in writing by
the Stockholder or by his duly authorized attorney-in-fact. No
proxy shall be valid after the expiration of eleven months from the
date of its execution unless it shall have specified therein its
duration. Every proxy shall be revocable at the pleasure of the
person executing it or of his personal representatives or assigns.
Proxies shall be delivered prior to the meeting to the Secretary of
the Company or to the person acting as Secretary of the meeting
before being voted. A proxy with respect to stock held in the name
of two or more persons shall be valid if executed by one of them
unless, at or prior to exercise of such proxy, the Company receives
a specific written notice to the contrary from any one of them.
A proxy purporting to be executed by or on behalf of a Stockholder
shall be deemed valid unless challenged at or prior to its exercise.
Article 2.11. Stock Ledger and List of Stockholders. It shall be
the duty of the Secretary or Assistant Secretary of the Company to
cause an original or duplicate stock ledger to be maintained at the
office of the Company's Transfer Agent.
Article 2.12. Action without Meeting. Any action to be taken by
Stockholders may be taken without a meeting if (1) all Stockholders
entitled to vote on the matter consent to the action in writing, (2)
all Stockholders entitled to notice of the meeting but not entitled
to vote at it sign a written waiver of any right to dissent and (3)
said consents and waivers are filed with the records of the meetings
of Stockholders. Such consent shall be treated for all purposes as
a vote at a meeting.
BYLAW-THREE: BOARD OF DIRECTORS.
Article 3.1. General Powers. Except as otherwise provided in the
Articles of Incorporation, the business and affairs of the Company
shall be managed under the direction of the Board of Directors. All
powers of the Company may be exercised by or under authority of the
Board of Directors except as conferred on or reserved to the
Stockholders by law, by the Articles of Incorporation or by these
Bylaws.
Article 3.2. Board of Three to Nine Directors. The Board of
Directors shall consist of not less than three (3) nor more than nine
(9) Directors; provided that if there are less than three
stockholders, the number of Directors may be less than three but not
less than the number of stockholders or one, if less. Directors need
not be Stockholders. The majority of the entire Board of Directors
shall have power from time to time to increase or decrease the number
of Directors. If the number of Directors is increased, the
additional Directors may be elected by a majority of the Directors
in office at the time of the increase. If such additional Directors
are not so elected by the Directors in office at the time they
increase the number of places on the Board, or if the additional
Directors are elected by the existing Directors prior to the first
meeting of the Stockholders of the Company, then in either of such
events the additional Directors shall be elected or reelected by the
Stockholders at their next annual meeting or at an earlier special
meeting called for that purpose.
Beginning with the first annual meeting of Stockholders held after
the initial public offering of the shares of the Company (the
"initial
annual meeting"), the Board of Directors shall be divided into three
classes: Class I, Class II and Class III. The terms of office of
the classes of Directors elected at the initial annual meeting shall
expire at the times of the annual meetings of the Stockholders as
follows: Class I on the next annual meeting, Class II on the second
next annual meeting and Class III on the third next annual meeting,
or thereafter in each case when their respective successors are
elected and qualified. At each subsequent annual election, the
Directors chosen to succeed those whose terms are expiring shall be
identified as being of the same class as the Directors whom they
succeed, and shall be elected for a term expiring at the time of the
third succeeding annual meeting of Stockholders, or thereafter in
each case when their respective successors are elected and qualified.
The number of directorships shall be apportioned among the classes so
as to maintain the classes as nearly equal in number as possible.
Article 3.3. Director Nominations.
(a) Only persons who are nominated in accordance with the procedures
set forth in this Article 3.3 shall be eligible for election or
re-election as Directors. Nominations of persons for election or
re-election to the Board of Directors of the Company may be made at
an annual meeting of Stockholders or at a special meeting of
Stockholders as to which the Company's notice of the meeting provides
for election of directors, by or at the direction of the Board of
Directors or by any Stockholder of the Company who is entitled to
vote for the election of such nominee at the meeting, who complies
with the notice procedures set forth in this Article 3.3 and who is
a Stockholder of record at the time such notice is delivered to the
Secretary of the Company.
(b) Such nominations, other than those made by or at the direction
of the Board of Directors, shall be made pursuant to timely notice
delivered in writing to the Secretary of the Company. To be timely,
(i) any notice of nomination(s) by a Stockholder given in connection
with an annual meeting must be delivered to or mailed and received at
the principal executive offices of the Company not later than 45 days
before the date in the then current year corresponding to the date on
which the Company first mailed its notice and proxy materials for the
annual meeting held in the prior year; provided, however, that in the
event that the date of the annual meeting is advanced or delayed by
more than 30 days from the first anniversary of the preceding year's
annual meeting, notice by such Stockholder to be timely must be so
received not later than the close of business on the 10th day
following the day on which notice or public announcement of the date
of such meeting was given or made, and (ii) any notice of
nomination(s) given in connection with a special meeting as to which
the Company's notice of the meeting provides for election of
directors
must be delivered to or mailed and received at the principal
executive offices of the Company not later than 60 days prior to the
date of the meeting; provided, however, that if less than 70 days'
notice or prior public disclosure of the date of such special meeting
is given or made to Stockholders, any such notice by a Stockholder to
be timely must be so received not later than the close of business on
the 10th day following the day on which notice of the date of such
special meeting was given or such public disclosure was made. In no
event shall the public announcement of an adjournment of a meeting
commence a new time period for the giving of a Stockholder's notice
of nomination(s) as described above.
(c) Any such notice by a Stockholder shall set forth (i) as to each
person whom the Stockholder proposes to nominate for election or
re-election as a Director, (A) the name, age, business address and
residence address of such person, (B) the principal occupation or
employment of such person, (C) the class and number of shares of the
capital stock of the Company which are beneficially owned by such
person and (D) any other information relating to such person that is
required to be disclosed in solicitations of proxies for the election
of Directors pursuant to Regulation 14A under the Securities Exchange
Act of 1934 or any successor regulation thereto (including without
limitation such person's written consent to being named in the proxy
statement as a nominee and to serving as a Director if elected and
whether any person intends to seek reimbursement from the Company of
the expenses of any solicitation of proxies should such person be
elected a Director of the Company); and (ii) as to the Stockholder
giving the notice (A) the name and address, as they appear on the
Company's books, of such Stockholder, (B) the class and number of
shares of the capital stock of the Company which are beneficially
owned by such Stockholder, (C) a representation that the Stockholder
is a holder of record of shares of the Company entitled to vote at
such meeting and intends to appear in person or by proxy at the
meeting to present such nomination(s) and (D) whether the Stockholder
intends or is part of a group which intends to solicit proxies from
other Stockholders in support of such nomination(s). At the request
of the Board of Directors any person nominated by the Board of
Directors for election as a Director shall furnish to the Secretary
of the Company that information required to be set forth in a
Stockholder's notice of nomination which pertains to the nominee.
(d) If a notice by a Stockholder is required to be given pursuant to
this Article 3.3, no person shall be entitled to receive
reimbursement
from the Company of the expenses of a solicitation of proxies for the
election as a Director of a person named in such notice unless such
notice states that such reimbursement will be sought from the Company
and the Board of Directors approves such reimbursement. The chairman
of the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the
procedures prescribed by the Bylaws, and, if he should so determine,
he shall so declare to the meeting and the defective nomination shall
be disregarded for all purposes.
Article 3.4. Vacancies. Subject to the provisions of the Investment
Company Act of 1940, as amended, if the office of any Director or
Directors becomes vacant for any reason (other than an increase in
the number of Directors as provided for in Article 3.2), the
Directors in office, although less than a quorum, shall continue to
act and may choose a successor or successors, who shall hold office
until the next annual meeting of Stockholders and until his successor
is elected and qualifies, or any vacancy may be filled by the
Stockholders at any meeting thereof.
Article 3.5. Removal. At any meeting of Stockholders duly called
and at which a quorum is present, the Stockholders may, by the
affirmative vote of the holders of at least three-fourths of the
votes entitled to be cast thereon, remove any Director or Directors
from office, with or without cause, and may elect a successor or
successors to fill any resulting vacancies for the unexpired term of
the removed Director.
Article 3.6. Resignation. A Director may resign at any time by
giving written notice of his resignation to the Board of Directors
or the Chairman of the Board or the Secretary of the Company. Any
resignation shall take effect at the time specified in it or, should
the time when it is to become effective not be specified in it,
immediately upon its receipt. Acceptance of a resignation shall not
be necessary to make it effective unless the resignation states
otherwise.
Article 3.7. Place of Meetings. The Directors may hold their
meetings at the principal office of the Company or at such other
places, either within or outside the State of Maryland, as they may
from time to time determine.
Article 3.8. Regular Meetings. Regular meetings of the Board may
be held at such date and time as shall from time to time be
determined by the Board.
Article 3.9. Special Meetings. Special meetings of the Board may be
called by order of the Chairman of the Board on one day's notice
given to each Director either in person or by mail, telephone,
telegram, cable or wireless to each Director at his residence or
regular place of business. Special meetings will be called by the
Chairman of the Board or the Secretary in a like manner on the
written request of a majority of the Directors.
Article 3.10. Quorum. At all meetings of the Board, the presence of
one-third of the entire Board of Directors (but not less than two
Directors unless the Board of Directors shall consist of only one
Director in which event that one Director shall constitute a quorum)
shall be necessary to constitute a quorum and sufficient for the
transaction of business, and any act of a majority present at a
meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be specifically provided by statute, by the
Articles of Incorporation or by these Bylaws. If a quorum shall not
be present at any meeting of Directors, the Directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Article 3.11. Organization. The Board of Directors shall designate
one of its members to serve as Chairman of the Board. The Chairman
of the Board shall preside at each meeting of the Board. In the
absence or inability of the Chairman of the Board to act, another
Director chosen by a majority of the Directors present shall act as
chairman of the meeting and preside at the meeting. The Secretary
(or, in his absence or inability to act, any person appointed by the
chairman) shall act as secretary of the meeting and keep the minutes
of the meeting.
Article 3.12. Informal Action by Directors and Committees. Any
action required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may, except as otherwise
required by statute, be taken without a meeting if a written consent
to such action is signed by all members of the Board, or of such
committee, as the case may be, and filed with the minutes of the
proceedings of the Board or committee. Subject to the Investment
Company Act of 1940, as amended, members of the Board of Directors
or a committee thereof may participate in a meeting by means of a
conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the
same time.
Article 3.13. Executive Committee. There may be an Executive
Committee of two or more Directors appointed by the Board who may
meet at stated times or on notice to all by any of their own number.
The Executive Committee shall consult with and advise the Officers of
the Company in the management of its business and exercise such
powers of the Board of Directors as may be lawfully delegated by the
Board of Directors. Vacancies shall be filled by the Board of
Directors at any regular or special meeting. The Executive Committee
shall keep regular minutes of its proceedings and report the same to
the Board when required.
Article 3.14. Audit Committee. There shall be an Audit Committee of
two or more Directors who are not "interested persons" of the Company
(as defined in the Investment Company Act of 1940, as amended)
appointed by the Board who may meet at stated times or on notice to
all by any of their own number. The Committee's duties shall include
reviewing both the audit and other work of the Company's independent
accountants, recommending to the Board of Directors the independent
accountants to be retained, and reviewing generally the maintenance
and safekeeping of the Company's records and documents.
Article 3.15. Other Committees. The Board of Directors may appoint
other committees composed of one or more members which shall in each
case consist of such number of members and shall have and may
exercise, to the extent permitted by law, such powers as the Board
may determine in the resolution appointing them. A majority of all
members of any such committee may determine its action, and fix the
time and place of its meetings, unless the Board of Directors shall
otherwise provide. The Board of Directors shall have power at any
time to change the members and, to the extent permitted by law, to
change the powers of any such committee, to fill vacancies and to
discharge any such committee.
Article 3.16. Compensation of Directors. The Board may, by
resolution, determine what compensation and reimbursement of expenses
of attendance at meetings, if any, shall be paid to Directors in
connection with their service on the Board. Nothing herein contained
shall be construed to preclude any Director from serving the Company
in any other capacity or from receiving compensation therefor.
BYLAW-FOUR: OFFICERS.
Article 4.1. Officers. The Officers of the Company shall be fixed
by the Board of Directors and shall include a President, Vice
President, Secretary and Treasurer. Any two offices may be held by
the same person except the offices of President and Vice President.
A person who holds more than one office in the Company may not act in
more than one capacity to execute, acknowledge or verify an
instrument required by law to be executed, acknowledged or verified
by more than one officer.
Article 4.2. Appointment of Officers. The Directors shall appoint
the Officers, who need not be members of the Board.
Article 4.3. Additional Officers. The Board may appoint such other
Officers and agents as it shall deem necessary who shall exercise
such powers and perform such duties as shall be determined from time
to time by the Board.
Article 4.4. Salaries of Officers. The salaries of all Officers of
the Company shall be fixed by the Board of Directors.
Article 4.5. Term, Removal, Vacancies. The Officers of the Company
shall serve at the pleasure of the Board of Directors and hold office
for one year and until their successors are chosen and qualify in
their stead. Any Officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of a
majority of the Directors. If the office of any Officer becomes
vacant for any reason, the vacancy shall be filled by the Board of
Directors.
Article 4.6. President. The President shall be the chief executive
officer of the Company, shall, subject to the supervision of the
Board of Directors, have general responsibility for the management of
the business of the Company and shall see that all orders and
resolutions of the Board are carried into effect.
Article 4.7. Vice President. Any Vice President shall, in the
absence or disability of the President, perform the duties and
exercise the powers of the President and shall perform such other
duties as the Board of Directors shall prescribe.
Article 4.8. Treasurer. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Company and shall deposit all moneys and other valuable effects in
the name and to the credit of the Company in such depositories a
s may be designated by the Board of Directors. He shall disburse
the funds of the Company as may be ordered by the Board, taking
proper vouchers for such disbursements, and shall render to the
Chairman of the Board and Directors at the regular meetings of the
Board, or whenever they may require it, an account of the financial
condition of the Company.
Any Assistant Treasurer may perform such duties of the Treasurer as
the Treasurer or the Board of Directors may assign, and, in the
absence of the Treasurer, may perform all the duties of the
Treasurer.
Article 4.9. Secretary. The Secretary shall attend meetings of
the Board and meetings of the Stockholders and record all votes and
the minutes of all proceedings in a book to be kept for that purpose,
and shall perform like duties for the Executive Committee of the
Board when required. He shall give or cause to be given notice of
all meetings of Stockholders and special meetings of the Board of
Directors and shall perform such other duties as may be prescribed
by the Board of Directors. He shall keep in safe custody the seal
of the Company and affix it to any instrument when authorized by the
Board of Directors.
Any Assistant Secretary may perform such duties of the Secretary as
the Secretary or the Board of Directors may assign, and, in the
absence of the Secretary, may perform all the duties of the
Secretary.
Article 4.10. Subordinate Officers. The Board of Directors from
time to time may appoint such other officers or agents as it may deem
advisable, each of whom shall serve at the pleasure of the Board of
Directors and have such title, hold office for such period, have such
authority and perform such duties as the Board of Directors may
determine. The Board of Directors from time to time may delegate to
one or more officers or agents the power to appoint any such
subordinate officers or agents and to prescribe their respective
rights, terms of office, authorities and duties.
Article 4.11. Surety Bonds. The Board of Directors may require any
officer or agent of the Company to execute a bond (including, without
limitation, any bond required by the Investment Company Act of 1940,
as amended, and the rules and regulations of the Securities and
Exchange Commission) to the Company in such sum and with such surety
or sureties as the Board of Directors may determine, conditioned upon
the faithful performance of his duties to the Company, including
responsibility for negligence and for the accounting of any of the
Company's property, funds or securities that may come into his hands.
BYLAW-FIVE: GENERAL PROVISIONS.
Article 5.1. Waiver of Notice. Whenever the Stockholders or the
Board of Directors are authorized by statute, the provisions of the
Articles of Incorporation or these Bylaws to take any action at any
meeting after notice, such notice may be waived, in writing, before
or after the holding of the meeting, by the person or persons
entitled to such notice, or, in the case of a Stockholder, by his
duly authorized attorney-in-fact. Such notice is also waived if the
person entitled to the notice is present at the meeting in person,
or, in the case of a stockholder, by proxy.
Article 5.2. Indemnity.
(a) The Company shall indemnify its directors to the fullest extent
that indemnification of directors is permitted by the Maryland
General Corporation Law. The Company shall indemnify its officers
to the same extent as its directors and to such further extent as is
consistent with law. The Company shall indemnify its directors and
officers who, while serving as directors or officers, also serve at
the request of the Company as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation, partnership,
joint venture, trust, other enterprise or employee benefit plan to
the fullest extent consistent with law. The indemnification and
other rights provided by this Article shall continue as to a person
who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such a person.
This Article shall not protect any such person against any liability
to the Company or any Stockholder thereof to which such person would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of his office ("disabling conduct").
(b) Any current or former director or officer of the Company seeking
indemnification within the scope of this Article shall be entitled to
advances from the Company for payment of the reasonable expenses
incurred by him in connection with the matter as to which he is
seeking indemnification in the manner and to the fullest extent
permissible under the Maryland General Corporation Law. The person
seeking indemnification shall provide to the Company a written
affirmation of his good faith belief that the standard of conduct
necessary for indemnification by the Company has been met and a
written undertaking to repay any such advance if it should ultimately
be determined that the standard of conduct has not been met. In
addition, at least one of the following conditions shall be met: (i)
the person seeking indemnification shall provide security in form
and amount acceptable to the Company for his undertaking; (ii) the
Company is insured against losses arising by reason of the advance;
or (iii) a majority of a quorum of directors of the Company who are
neither "interested persons" as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended, nor parties to the
proceeding ("disinterested non-party directors"), or independent
legal counsel, in a written opinion, shall have determined, based
on a review of facts readily available to the Company at the time
the advance is proposed to be made, that there is reason to believe
that the person seeking indemnification will ultimately be found to
be entitled to indemnification.
(c) At the request of any person claiming indemnification under
this Article, the Board of Directors shall determine, or cause to
be determined, in a manner consistent with the Maryland General
Corporation Law, whether the standards required by this Article
have been met. Indemnification shall be made only following: (i) a
final decision on the merits by a court or other body before whom the
proceeding was brought that the person to be indemnified was not
liable by reason of disabling conduct or (ii) in the absence of such
a decision, a reasonable determination, based upon a review of the
facts, that the person to be indemnified was not liable by reason of
disabling conduct by (a) the vote of a majority of a quorum of
disinterested non-party directors or (b) an independent legal counsel
in a written opinion.
(d) Employees and agents who are not officers or directors of the
Company may be indemnified, and reasonable expenses may be advanced
to such employees or agents, as may be provided by action of the
Board of Directors or by contract, subject to any limitations
imposed by the Investment Company Act of 1940.
(e) The Board of Directors may make further provision consistent
with law for indemnification and advance of expenses to directors,
officers, employees and agents by resolution, agreement or otherwise.
The indemnification provided by this Article shall not be deemed
exclusive of any other right, with respect to indemnification or
otherwise, to which those seeking indemnification may be entitled
under any insurance or other agreement or resolution of stockholders
or disinterested directors or otherwise.
(f) References in this Article are to the Maryland General
Corporation Law and to the Investment Company Act of 1940, as from
time to time amended. No amendment of these Bylaws shall affect any
right of any person under this Article based on any event, omission
or proceeding prior to the amendment.
Article 5.3. Insurance. The Company may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company or who, while a director, officer,
employee or agent of the Company, is or was serving at the request of
the Company as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan, against
any liability asserted against and incurred by such person in any
such capacity or arising out of such person's position; provided
that no insurance may be purchased by the Company on behalf of any
person against any liability to the Company or to its Stockholders
to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office.
Article 5.4. Checks. All checks or demands for money and notes of
the Company shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time
designate.
Article 5.5. Fiscal Year. The fiscal year of the Company shall be
determined by resolution of the Board of Directors.
BYLAW-SIX: CERTIFICATES OF STOCK.
Article 6.1. Certificates of Stock. The interest of each
Stockholder of the Company shall be evidenced by certificates for
shares of stock in such form as the Board of Directors may from time
to time prescribe. The certificates shall be numbered and entered in
the books of the Company as they are issued. They shall exhibit the
holder's name and the number of whole shares and no certificate shall
be valid unless it has been signed by the President, a Vice President
or the Chairman of the Board of Directors and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary and
bears the corporate seal. Any or all of the signatures or the seal
on the certificate may be a facsimile, engraved or printed. In case
any of the officers of the Company whose manual or facsimile
signature appears on any stock certificate delivered to a Transfer
Agent of the Company shall cease to be such Officer prior to the
issuance of such certificate, the Transfer Agent may nevertheless
countersign and deliver such certificate as though the person signing
the same or whose facsimile signature appears thereon had not ceased
to be such officer, unless written instructions of the Company to the
contrary are delivered to the Transfer Agent.
Article 6.2. Lost, Stolen or Destroyed Certificates. The Board of
Directors, or the President together with the Treasurer or Secretary,
may direct a new certificate to be issued in place of any certificate
theretofore issued by the Company, alleged to have been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or
destroyed, or by his legal representative. When authorizing such
issue of a new certificate, the Board of Directors, or the President
and Treasurer or Secretary, may, in its or their discretion and as a
condition precedent to the issuance thereof, require the owner of
such lost, stolen or destroyed certificate, or his legal
representative, to advertise the same in such manner as it or they
shall require and/or give the Company a bond in such sum and with
such surety or sureties as it or they may direct as indemnity against
any claim that may be made against the Company with respect to the
certificate alleged to have been lost, stolen or destroyed for such
newly issued certificate.
Article 6.3. Transfer of Stock. Shares of the Company shall be
transferable on the books of the Company by the holder thereof in
person or by his duly authorized attorney or legal representative
upon surrender and cancellation of a certificate or certificates for
the same number of shares of the same class, duly endorsed or
accompanied by proper evidence of succession, assignment or authority
to transfer, with such proof of the authenticity of the signature as
the Company or its agents may reasonably require. The shares of
stock of the Company may be freely transferred, and the Board of
Directors may, from time to time, adopt rules and regulations with
reference to the method of transfer of the shares of stock of the
Company.
Article 6.4. Registered Holder. The Company shall be entitled to
treat the holder of record of any share or shares of stock as the
holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share
or shares on the part of any other person whether or not it shall
have express or other notice thereof, except as expressly provided
by statute.
Article 6.5. Record Date. The Board of Directors may fix a time
not less than 10 nor more than 90 days prior to the date of any
meeting of Stockholders or prior to the last day on which the consent
or dissent of Stockholders may be effectively expressed for any
purpose without a meeting, as the time as of which Stockholders
entitled to notice of, and to vote at, such a meeting or whose
consent or dissent is required or may be expressed for any purpose,
as the case may be, shall be determined; and all such persons who
were holders of record of voting stock at such time, and no other,
shall be entitled to notice of, and to vote at, such meeting or to
express their consent or dissent, as the case may be. If no record
date has been fixed, the record date for the determination of
Stockholders entitled to notice of, or to vote at, a meeting of
Stockholders shall be the later of the close of business on the
day on which notice of the meeting is mailed or the thirtieth day
before the meeting, or, if notice is waived by all Stockholders, at
the close of business on the tenth day next preceding the day on
which the meeting is held. The Board of Directors may also fix a
time not exceeding 90 days preceding the date fixed for the payment
of any dividend or the making of any distribution, or for the
delivery of evidences of rights, or evidences of interests arising
out of any change, conversion or exchange of capital stock, as a
record time for the determination of the Stockholder entitled to
receive any such dividend, distribution, rights or interests.
Article 6.6. Stock Ledgers. The stock ledgers of the Company,
containing the names and addresses of the Stockholders and the
number of shares held by them respectively, shall be kept at the
principal offices of the Company or at the offices of the Transfer
Agent of the Company or at such other location as may be authorized
by the Board of Directors from time to time.
Article 6.7. Transfer Agents and Registrars. The Board of
Directors may from time to time appoint or remove Transfer Agents
and/or Registrars of transfers (if any) of shares of stock of the
Company, and it may appoint the same person as both Transfer Agent
and Registrar. Upon any such appointment being made, all
certificates representing shares of capital stock thereafter issued
shall be countersigned by one of such Transfer Agents or by one of
such Registrars of transfers (if any), or by both if such Transfer
Agents or Registrars are not the same person, and shall not be valid
unless the certificates are so countersigned. If the same person
shall be both Transfer Agent and Registrar, only one
countersignature by such person shall be required.
BYLAW-SEVEN: AMENDMENTS.
Article 7.1. General. The Board of Directors, by affirmative vote of
a majority thereof, shall have the exclusive right to make, amend,
alter and repeal the Bylaws of the Company, at any regular or special
meeting, the notice or waiver of notice of which shall have specified
or summarized the proposed amendment, alteration, repeal or new
Bylaw, except as otherwise required by the Investment Company Act
of 1940, as amended.
BYLAW-EIGHT: SPECIAL PROVISIONS.
Article 8.1. Actions Relating to Discount in Price of the Company's
Shares. In the event that at any time following the initial public
offering of shares of the Company's Common Stock such shares publicly
trade for a substantial period of time at a substantial discount from
the Company's then current net asset value per share, the Board of
Directors shall consider, at its next regularly scheduled meeting,
taking various actions designed to eliminate the discount. The
actions considered by the Board of Directors may include periodic
repurchases by the Company of its shares of Common Stock or an
amendment to the Company's Articles of Incorporation to make the
Company's Common Stock a "redeemable security" (as such term is
defined in the Investment Company Act of 1940), subject in all
events to compliance with all applicable provisions of the Company's
Articles of Incorporation, these Bylaws, the Maryland General
Corporation Law and the Investment Company Act of 1940.
Dated: November 9, 1999
??
0097902.07
- -9-
