As filed with the Securities and Exchange Commission on August 28, 1998
Securities Act File No. _______
Investment Company Act File No. 811-7694
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
PRE-EFFECTIVE AMENDMENT NO. |_|
POST-EFFECTIVE AMENDMENT NO. |_|
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
AMENDMENT NO. 7 |X|
(check appropriate box or boxes)
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MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.
(Exact Name of Registrant as Specified in Charter)
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (212) 762-7500
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HAROLD J. SCHAAFF, JR.
MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.
C/O MORGAN STANLEY ASSET MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(Name and Address of Agent for Service)
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With copies to:
LEONARD B. MACKEY, JR., ESQ.
Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
(212) 878-8000
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<PAGE>
EXPLANATORY NOTE
This filing is made solely for the purpose of filing as an Exhibit the
Amended and Restated ByLaws of Morgan Stanley Emerging Markets Debt
Fund, Inc.
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PART C--OTHER INFORMATION
ITEM 24. Financial Statements and Exhibits
(1) Financial Statements
(i) - Statement of Net Assets as of December 31, 1994+
(ii) - Statement of Operations for the year ended December
31, 1994+
(iii) - Statement of Changes in Net Assets for the years
ended December 31, 1993 and
fiscal year ended December 31, 1994+
(iv) - Financial Highlights for the period ended December
31, 1993 and for the fiscal
year ended December 31, 1994+
(v) - Notes to Financial Statements+
(vi) - Report of Independent Accountants+
Statements, schedules and historical information other than those listed
above have been omitted since they are either not applicable, or not required or
the required information is shown in the financial statements or notes thereto.
+ Incorporated by reference.
(2) Exhibits
(a) - Articles of Incorporation*
(b) - Amended and Restated By-Laws****
(c) - Not applicable
(d) (1) - Specimen certificate for Common Stock, par value
$.01 per share**
(2) - Form of Subscription Certificate (included
on pages A-1 to A-2 of the Prospectus
forming part of the Registration Statement filed on
July 19, 1995 by the Registrant, file no. 33-60139)
(3) - Form of Notice of Guaranteed Delivery (included on
pages B-1 to B-2 of the Prospectus forming part of
the Registration Statement filed on July 19, 1995 by
the Registrant, file no. 33-60139)
(4) - Form of Nominee Holder Over-Subscription Exercise
Form (included on page C-1 of the Prospectus forming
part of the Registration Statement filed on July 19,
1995 by the Registrant, file no. 33-60139)
(5) - Form of Subscription Agent Agreement+
(6) - Form of Information Agent Agreement+
(e) - Dividend Reinvestment and Cash Purchase Plan***
(f) - Not applicable
(g) (1) - Investment Advisory and Management Agreement***
(h) (1) - Form of Dealer Manager Agreement+
(2) - Form of Soliciting Dealer Agreement+
(3) - Form of Selling Group Agreement+
(i) - Not applicable
(j) (1) - Custody Agreement***
(2) - Domestic Custodian Agreement***
(k) (1) - Agreement for Stock Transfer Services**
(2) - U.S. Administration Agreement***
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(l) (1) - Opinion and consent of Rogers & Wells+
(2) - Opinion and consent of Piper & Marbury L.L.P.+
(m) - Report and consent of Price Waterhouse LLP+
(n) - Not applicable
(o) - Not applicable
(p) - Form of Investment Letter**
(q) - Not applicable
* Incorporated by reference to the Fund's Registration Statement on Form
N-2 (File Nos. 33-62256;811-7694) filed on May 7, 1993.
** Incorporated by reference to Pre-Effective Amendment No. 2 to the Fund's
Registration Statement on Form N-2 (File Nos. 33-62256; 811-7694) filed
on July 16, 1993.
*** Incorporated by reference to Pre-Effective Amendment No. 1 to the Fund's
Registration Statement on Form N-2 (File Nos. 33-60139; 811-7694) filed
on July 5, 1995.
+ Previously filed as Exhibits to the Registrant's Registration Statement
on Form N2 (File No. 33-60139) on July 19, 1995.
**** Filed herewith
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York, on the 28th day of
August, 1998.
MORGAN STANLEY EMERGING MARKETS
DEBT FUND, INC.
By:_______________________________
Stefanie V. Chang
Vice President
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INDEX TO EXHIBITS
Exhibit
Number Exhibit Page
------- ------- ----
2(b) - Amended and Restated By-Laws
<PAGE>
EXHIBIT 2(B)
MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.
A Maryland corporation
AMENDED AND RESTATED BY-LAWS
June 24, 1998
<PAGE>
TABLE OF CONTENTS
ARTICLE I Stockholders. . . . . . . . . . . . . . . . . . 1
Section 1.1. Place of Meeting . . . . . . . . . . . . . 1
Section 1.2. Annual Meetings. . . . . . . . . . . . . . 1
Section 1.3. Special Meetings . . . . . . . . . . . . . 1
Section 1.4. Notice of Meetings of Stockholders . . . . 2
Section 1.5. Record Dates . . . . . . . . . . . . . . . 2
Section 1.6. Quorum; Adjournment of Meetings. . . . . . 3
Section 1.7. Voting and Inspectors. . . . . . . . . . . 4
Section 1.8. Conduct of Stockholders' Meetings. . . . . 5
Section 1.9. Concerning Validity of Proxies,
Ballots, etc.. . . . . . . . . . . . . . . 5
Section 1.10. Action Without Meeting . . . . . . . . . . 5
Section 1.11. Advance Notice of Stockholder Nominees
for Director and Other Stockholder
Proposals. . . . . . . . . . . . . . . . . 6
ARTICLE II Board of Directors. . . . . . . . . . . . . . . 11
Section 2.1. Function of Directors. . . . . . . . . . . 11
Section 2.2. Number of Directors. . . . . . . . . . . . 11
Section 2.3. Classes of Directors; Terms of
Directors. . . . . . . . . . . . . . . . . 11
Section 2.4. Vacancies. . . . . . . . . . . . . . . . . 12
Section 2.5. Increase or Decrease in Number of
Directors. . . . . . . . . . . . . . . . . 12
Section 2.6. Place of Meeting . . . . . . . . . . . . . 12
Section 2.7. Regular Meetings . . . . . . . . . . . . . 13
Section 2.8. Special Meetings . . . . . . . . . . . . . 13
Section 2.9. Notices. . . . . . . . . . . . . . . . . . 13
Section 2.10. Quorum . . . . . . . . . . . . . . . . . . 13
Section 2.11. Executive Committee. . . . . . . . . . . . 14
Section 2.12. Other Committees . . . . . . . . . . . . . 14
Section 2.13. Telephone Meetings . . . . . . . . . . . . 15
Section 2.14. Action Without a Meeting . . . . . . . . . 15
Section 2.15. Compensation of Directors. . . . . . . . . 15
Section 2.16. Selection and Nomination of
Non-Interested Directors . . . . . . . . . 16
<PAGE>
ARTICLE III Officers. . . . . . . . . . . . . . . . . . . . 16
Section 3.1. Executive Officers . . . . . . . . . . . . 16
Section 3.2. Term of Office . . . . . . . . . . . . . . 17
Section 3.3. Powers and Duties. . . . . . . . . . . . . 17
Section 3.4. Surety Bonds . . . . . . . . . . . . . . . 17
ARTICLE IV Capital Stock . . . . . . . . . . . . . . . . . 18
Section 4.1. Certificates for Shares. . . . . . . . . . 18
Section 4.2. Transfer of Shares . . . . . . . . . . . . 18
Section 4.3. Stock Ledgers. . . . . . . . . . . . . . . 18
Section 4.4. Transfer Agents and Registrars . . . . . . 18
Section 4.5. Lost, Stolen or Destroyed Certificates . . 19
ARTICLE V Corporate Seal; Location of
Offices; Books; Net Asset Value . . . . . . . . 19
Section 5.1. Corporate Seal . . . . . . . . . . . . . . 19
Section 5.2. Location of Offices. . . . . . . . . . . . 20
Section 5.3. Books and Records. . . . . . . . . . . . . 20
Section 5.4. Annual Statement of Affairs. . . . . . . . 20
Section 5.5. Net Asset Value. . . . . . . . . . . . . . 20
ARTICLE VI Fiscal Year and Accountant. . . . . . . . . . . 21
Section 6.1. Fiscal Year. . . . . . . . . . . . . . . . 21
Section 6.2. Accountant . . . . . . . . . . . . . . . . 21
ARTICLE VII Indemnification and Insurance . . . . . . . . . 21
Section 7.1. General. . . . . . . . . . . . . . . . . . 21
Section 7.2. Indemnification of Directors and
Officers . . . . . . . . . . . . . . . . . 21
Section 7.3. Insurance. . . . . . . . . . . . . . . . . 23
ARTICLE VIII Custodian . . . . . . . . . . . . . . . . . . . 23
ARTICLE IX Amendment of By-Laws. . . . . . . . . . . . . . 24
<PAGE>
MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.
By-Laws
ARTICLE I
Stockholders
Section 1.1. Place of Meeting. All meetings of the
stockholders should be held at the principal office of the
Corporation in the State of Maryland or at such other place
within the United States as may from time to time be designated
by the Board of Directors and stated in the notice of such
meeting.
Section 1.2. Annual Meetings. The annual meeting of
the stockholders of the Corporation shall be held during the
first six months of each year on such date and at such hour as
may from time to time be designated by the Board of Directors and
stated in the notice of such meeting, for the purpose of electing
directors for the ensuing year and for the transaction of such
other business as may properly be brought before the meeting.
Section 1.3. Special Meetings. Special meetings of
the stockholders for any purpose or purposes may be called by the
Chairman of the Board, the President, or a majority of the Board
of Directors. Special meetings of stockholders shall also be
called by the Secretary upon receipt of the request in writing
signed by stockholders holding not less than 25% of the votes
entitled to be cast thereat. Such request shall state the
purpose or purposes of the proposed meeting and the matters
proposed to be acted on at such proposed meeting. The Secretary
shall inform such stockholders of the reasonably estimated costs
of preparing and mailing such notice of meeting and upon payment
to the Corporation of such costs, the Secretary shall give notice
as required in this Article to all stockholders entitled to
notice of such meeting. No special meeting of stockholders need
be called upon the request of the holders of common stock
entitled to cast less than a majority of all votes entitled to be
cast at such meeting to consider any matter which is
substantially the same as a matter voted upon at any special
meeting of stockholders held during the preceding twelve months.
<PAGE>
Section 1.4. Notice of Meetings of Stockholders. Not
less than ten days' and not more than ninety days' written or
printed notice of every meeting of stockholders, stating the time
and place thereof (and the purpose of any special meeting), shall
be given to each stockholder entitled to vote thereat and to each
other stockholder entitled to notice of the meeting by leaving
the same with such stockholder or at such stockholder's residence
or usual place of business or by mailing it, postage prepaid, and
addressed to such stockholder at such stockholder's address as it
appears upon the books of the Corporation. If mailed, notice
shall be deemed to be given when deposited in the mail addressed
to the stockholder as aforesaid.
No notice of the time, place or purpose of any meeting
of stockholders need be given to any stockholder who attends in
person or by proxy or to any stockholder who, in writing executed
and filed with the records of the meeting, either before or after
the holding thereof, waives such notice.
Section 1.5. Record Dates. The Board of Directors may
fix, in advance, a record date for the determination of
stockholders entitled to notice of or to vote at any stockholders
meeting or to receive a dividend or be allotted rights or for the
purpose of any other proper determination with respect to
stockholders and only stockholders of record on such date shall
be entitled to notice of and to vote at such meeting or to
receive such dividends or rights or otherwise, as the case may
be; provided, however, that such record date shall not be prior
to ninety days preceding the date of any such meeting of
stockholders, dividend payment date, date for the allotment of
rights or other such action requiring the determination of a
record date; and further provided that such record date shall not
be prior to the close of business on the day the record date is
fixed, that the transfer books shall not be closed for a period
longer than 20 days, and that in the case of a meeting of
stockholders, the record date or the closing of the transfer
books shall not be less than ten days prior to the date fixed for
such meeting.
Section 1.6. Quorum; Adjournment of Meetings. The
presence in person or by proxy of stockholders entitled to cast a
majority of the votes entitled to be cast thereat shall
constitute a quorum at all meetings of the stockholders, except
as otherwise provided in the Articles of Incorporation. If,
however, such quorum shall not be present or represented at any
meeting of the stockholders, the holders of a majority of the
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stock present in person or by proxy shall have power to adjourn
the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of stock
entitled to vote at such meeting shall be present, to a date not
more than 120 days after the original record date. At such
adjourned meeting at which the requisite amount of stock entitled
to vote thereat shall be represented, any business may be
transacted which might have been transacted at the meeting as
originally notified.
Any meeting of stockholders, annual or special, may adjourn
from time to time to reconvene at the same or some other place,
and notice need not be given of any such adjourned meeting if the
time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the Corporation
may transact any business which might have been transacted at the
original meeting.
Section 1.7. Voting and Inspectors. At all meetings,
stockholders of record entitled to vote thereat shall have one
vote for each share of common stock standing in his name on the
books of the Corporation (and such stockholders of record holding
fractional shares, if any, shall have proportionate voting
rights) on the date for the determination of stockholders
entitled to vote at such meeting, either in person or by proxy
appointed by instrument in writing subscribed by such stockholder
or his duly authorized attorney.
All elections shall be had and all questions decided by
a majority of the votes cast at a duly constituted meeting,
except as otherwise provided by statute or by the Articles of
Incorporation or by these By-Laws.
At any election of Directors, the Chairman of the
meeting may, and upon the request of the holders of ten percent
(10%) of the stock entitled to vote at such election shall,
appoint two inspectors of election who shall first subscribe an
oath or affirmation to execute faithfully the duties of
inspectors at such election with strict impartiality and
according to the best of their ability, and shall after the
election make a certificate of the result of the vote taken. No
candidate for the office of Director shall be appointed such
Inspector.
Section 1.8. Conduct of Stockholders' Meetings. The
meetings of the stockholders shall be presided over by the
Chairman of the Board, or if he is not present, by the President,
or if he is not present, by a vice-president, or if none of them
is present, by a Chairman to be elected at the meeting. The
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Secretary of the Corporation, if present, shall act as a
Secretary of such meetings, or if he is not present, an Assistant
Secretary shall so act; if neither the Secretary nor the
Assistant Secretary is present, then the meeting shall elect its
Secretary.
Section 1.9. Concerning Validity of Proxies, Ballots,
etc. At every meeting of the stockholders, all proxies shall be
received and taken in charge of and all ballots shall be received
and canvassed by the Secretary of the meeting, who shall decide
all questions touching the qualification of voters, the validity
of the proxies and the acceptance or rejection of votes, unless
inspectors of election shall have been appointed by the Chairman
of the meeting, in which event such inspectors of election shall
decide all such questions. Unless a proxy provides otherwise, it
is not valid for more than eleven months after its date.
Section 1.10. Action Without Meeting. Any action to
be taken by stockholders may be taken without a meeting if
(1) all stockholders entitled to vote on the matter consent to
the action in writing, (2) all stockholders entitled to notice of
the meeting but not entitled to vote at it sign a written waiver
of any right to dissent and (3) said consents and waivers are
filed with the records of the meetings of stockholders. Such
consent shall be treated for all purposes as a vote at the
meeting.
Section 1.11. Advance Notice of Stockholder Nominees
for Director and Other Stockholder Proposals.
(a) The matters to be considered and brought before
any annual or special meeting of stockholders of the Corporation
shall be limited to only such matters, including the nomination
and election of directors, as shall be brought properly before
such meeting in compliance with the procedures set forth in this
Section 1.11.
(b) For any matter to be properly before any annual
meeting of stockholders, the matter must be (i) specified in the
notice of annual meeting given by or at the direction of the
Board of Directors, (ii) otherwise brought before the annual
meeting by or at the direction of the Board of Directors or (iii)
brought before the annual meeting in the manner specified in this
Section 1.11 by a stockholder of record or a stockholder (a
"Nominee Holder") that holds voting securities entitled to vote
at meetings of stockholders through a nominee or "street name"
holder of record and can demonstrate to the Corporation such
indirect ownership and such Nominee Holder's entitlement to vote
such securities. In addition to any other requirements under
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applicable law and the Certificate of Incorporation and By-Laws
of the Corporation, persons nominated by stockholders for
election as directors of the Corporation and any other proposals
by stockholders shall be properly brought before the meeting only
if notice of any such matter to be presented by a stockholder at
such meeting of stockholders (the "Stockholder Notice") shall be
delivered to the Secretary of the Corporation at the principal
executive office of the Corporation not less than 60 nor more
than 90 days prior to the first anniversary date of the annual
meeting for the preceding year; provided, however, that, if and
only if the annual meeting is not scheduled to be held within a
period that commences 30 days before such anniversary date and
ends 30 days after such anniversary date (an annual meeting date
outside such period being referred to herein as an "Other Annual
Meeting Date"), such Stockholder Notice shall be given in the
manner provided herein by the later of the close of business on
(i) the date 60 days prior to such Other Annual Meeting Date or
(ii) the 10th day following the date such Other Annual Meeting
Date is first publicly announced or disclosed. Any stockholder
desiring to nominate any person or persons (as the case may be)
for election as a director or directors of the Corporation shall
deliver, as part of such Stockholder Notice: (i) a statement in
writing setting forth (A) the name of the person or persons to be
nominated, (B) the number and class of all shares of each class
of stock of the Corporation owned of record and beneficially by
each such person, as reported to such stockholder by such
nominee(s), (C) the information regarding each such person
required by paragraph (b) of Item 22 of Rule 14a-101 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
adopted by the Securities and Exchange Commission (or the
corresponding provisions of any regulation or rule subsequently
adopted by the Securities and Exchange Commission applicable to
the Corporation), (D) whether such stockholder believes any
nominee will be an "interested person" of the Corporation (as
defined in the Investment Company Act of 1940, as amended), and,
if not an "interested person", information regarding each nominee
that will be sufficient for the Corporation to make such
determination, and (E) the number and class of all shares of each
class of stock of the Corporation owned of record and
beneficially by such stockholder; (ii) each such person's signed
consent to serve as a director of the Corporation if elected,
such stockholder's name and address; and (iii) in the case of a
Nominee Holder, evidence establishing such Nominee Holder's
indirect ownership of, and entitlement to vote, securities at the
meeting of stockholders. Any stockholder who gives a Stockholder
Notice of any matter proposed to be brought before the meeting
(not involving nominees for director) shall deliver, as part of
such Stockholder Notice, the text of the proposal to be presented
and a brief written statement of the reasons why such stockholder
favors the proposal and setting forth such stockholder's name and
address, the number and class of all shares of each class of
stock of the Corporation owned of record and beneficially by such
stockholder, if applicable, any material interest of such
stockholder in the matter proposed (other than as a stockholder)
and, in the case of a Nominee Holder, evidence establishing such
Nominee Holder's indirect ownership of, and entitlement to vote,
securities at the meeting of stockholders. As used herein,
shares "beneficially owned" shall mean all shares which such
person is deemed to beneficially own pursuant to Rules 13d-3 and
13d-5 under the Exchange Act.
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Notwithstanding anything in this Section 1.11 to the
contrary, in the event that the number of directors to be elected
to the Board of Directors of the Corporation is increased and
either all of the nominees for director or the size of the
increased Board of Directors are not publicly announced or
disclosed by the Corporation at least 70 days prior to the first
anniversary of the preceding year's annual meeting, a Stockholder
Notice shall also be considered timely hereunder, but only with
respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary of the
Corporation at the principal executive office of the Corporation
not later than the close of business on the 10th day following
the first date all of such nominees or the size of the increased
Board of Directors shall have been publicly announced or
disclosed.
(c) Only such matters shall be properly brought before
a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of
meeting. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to
the Board of Directors, any stockholder may nominate a person or
persons (as the case may be), for election to such position(s) as
specified in the Corporation's notice of meeting, if the
Stockholder Notice required by clause (b) of this Section 1.11
hereof shall be delivered to the Secretary of the Corporation at
the principal executive office of the Corporation not later than
the close of business on the 10th day following the day on which
the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting is publicly
announced or disclosed.
(d) For purposes of this Section 1.11, a matter shall
be deemed to have been "publicly announced or disclosed" if such
matter is disclosed in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news
service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission.
(e) In no event shall the adjournment of an annual
meeting, or any announcement thereof, commence a new period for
the giving of notice as provided in this Section 1.11. This
Section 1.11 shall not apply to stockholder proposals made
pursuant to Rule 14a-8 under the Exchange Act.
(f) The person presiding at any meeting of
stockholders, in addition to making any other determinations that
may be appropriate to the conduct of the meeting, shall have the
power and duty to determine whether notice of nominees and other
matters proposed to be brought before a meeting has been duly
given in the manner provided in this Section 1.11 and, if not so
given, shall direct and declare at the meeting that such nominees
and other matters shall not be considered.
6
<PAGE>
ARTICLE II
Board of Directors
Section 2.1. Function of Directors. The business and
affairs of the Corporation shall be conducted and managed under
the direction of its Board of Directors. All powers of the
Corporation shall be exercised by or under authority of the Board
of Directors except as conferred on or reserved to the
stockholders by statute.
Section 2.2. Number of Directors. The Board of
Directors shall consist of not more than fourteen Directors nor
less than such number of Directors as may be permitted under
Maryland law, as may be determined from time to time by vote of a
majority of the Directors then in office. Directors need not be
stockholders.
Section 2.3. Classes of Directors; Terms of Directors.
The Directors shall be divided into three classes, designated
Class I, Class II and Class III. All classes shall be as nearly
equal in number as possible. The Directors as initially
classified shall hold office for terms as follows: the Class I
Directors shall hold office until the date of the annual meeting
of stockholders in 1996 or until their successors shall be
elected and qualified; the Class II Directors shall hold office
until the date of the annual meeting of stockholders in 1997 or
until their successors shall be elected and qualified; and the
Class III Directors shall hold office until the date of the
annual meeting of stockholders in 1998 or until their successors
shall be elected and qualified. Upon expiration of the term of
office of each class as set forth above, the Directors in each
such class shall be elected for a term of three years to succeed
the Directors whose terms of office expire. Each Director shall
hold office until the expiration of his term and until his
successor shall have been elected and qualified, or until his
death, or until he shall have resigned, or until December 31 of
the year in which he shall have reached seventy-three years of
age, or until he shall have been removed as provided by Statute
or the Articles of Incorporation.
Section 2.4. Vacancies. In case of any vacancy in the
Board of Directors through death, resignation or other cause,
other than an increase in the number of Directors, subject to the
provisions of law, a majority of the remaining Directors,
although a majority is less than a quorum, by an affirmative
vote, may elect a successor to hold office until the next annual
meeting of stockholders or until his successor is chosen and
qualified.
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Section 2.5. Increase or Decrease in Number of
Directors. The Board of Directors, by the vote of a majority of
the entire Board, may increase the number of Directors and may
elect Directors to fill the vacancies created by any such
increase in the number of Directors until the next annual meeting
of stockholders or until their successors are duly chosen and
qualified. The Board of Directors, by the vote of a majority of
the entire Board, may likewise decrease the number of Directors
to a number not less than that permitted by law.
Section 2.6. Place of Meeting. The Directors may hold
their meetings within or outside the State of Maryland, at any
office or offices of the Corporation or at any other place as
they may from time to time determine.
Section 2.7. Regular Meetings. Regular meetings of the
Board of Directors shall be held at such time and on such notice
as the Directors may from time to time determine.
The annual meeting of the Board of Directors shall be
held as soon as practicable after the annual meeting of the
stockholders for the election of Directors.
Section 2.8. Special Meetings. Special meetings of
the Board of Directors may be held from time to time upon call of
the Chairman of the Board, the President, the Secretary or two or
more of the Directors, by oral or telegraphic or written notice
duly served on or sent or mailed to each Director not less than
one day before such meeting.
Section 2.9. Notices. Unless required by statute or
otherwise determined by resolution of the Board of Directors in
accordance with these By-laws, notices to Directors need not be
in writing and need not state the business to be transacted at or
the purpose of any meeting, and no notice need be given to any
Director who is present in person or to any Director who, in
writing executed and filed with the records of the meeting either
before or after the holding thereof, waives such notice. Waivers
of notice need not state the purpose or purposes of such meeting.
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Section 2.10. Quorum. One-third of the Directors then
in office shall constitute a quorum for the transaction of
business, provided that if there is more than one Director, a
quorum shall in no case be less than two Directors. If at any
meeting of the Board there shall be less than a quorum present, a
majority of those present may adjourn the meeting from time to
time until a quorum shall have been obtained. The act of the
majority of the Directors present at any meeting at which there
is a quorum shall be the act of the Directors, except as may be
otherwise specifically provided by statute or by the Articles of
Incorporation or by these By-Laws.
Section 2.11. Executive Committee. The Board of
Directors may appoint from the Directors an Executive Committee
to consist of such number of Directors (not less than two) as the
Board may from time to time determine. The Chairman of the
Committee shall be elected by the Board of Directors. The Board
of Directors shall have power at any time to change the members
of such Committee and may fill vacancies in the Committee by
election from the Directors. When the Board of Directors is not
in session, to the extent permitted by law, the Executive
Committee shall have and may exercise any or all of the powers of
the Board of Directors in the management and conduct of the
business and affairs of the Corporation. The Executive Committee
may fix its own rules of procedure, and may meet when and as
provided by such rules or by resolution of the Board of
Directors, but in every case the presence of a majority shall be
necessary to constitute a quorum. During the absence of a member
of the Executive Committee, the remaining members may appoint a
member of the Board of Directors to act in his place.
Section 2.12. Other Committees. The Board of Directors
may appoint from the Directors other committees which shall in
each case consist of such number of Directors (not less than two)
and shall have and may exercise such powers as the Board may
determine in the resolution appointing them. A majority of all
the members of any such committee may determine its action and
fix the time and place of its meetings, unless the Board of
Directors shall otherwise provide. The Board of Directors shall
have power at any time to change the members and powers of any
such committee, to fill vacancies and to discharge any such
committee.
Section 2.13. Telephone Meetings. Members of the
Board of Directors or a committee of the Board of Directors may
participate in a meeting by means of a conference telephone or
similar communications equipment if all persons participating in
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the meeting can hear each other at the same time. Participation
in a meeting by these means, subject to the provisions of the
Investment Company Act of 1940, as amended, constitutes presence
in person at the meeting.
Section 2.14. Action Without a Meeting. Any action
required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a
meeting, if a written consent to such action is signed by all
members of the Board or of such committee, as the case may be,
and such written consent is filed with the minutes of the
proceedings of the Board or such committee.
Section 2.15. Compensation of Directors. No Director
shall receive any stated salary or fees from the Corporation for
his services as such if such Director is, otherwise than by
reason of being such Director, an interested person (as such term
is defined by the Investment Company Act of 1940, as amended) of
the Corporation or of its investment manager or principal
underwriter. Except as provided in the preceding sentence,
Directors shall be entitled to receive such compensation from the
Corporation for their services as may from time to time be voted
by the Board of Directors.
Section 2.16. Selection and Nomination of Non-
Interested Directors. Subject to approval by a majority of the
directors of the Corporation, the directors of the Corporation
who are not interested persons of the Corporation (as that term
is defined in the Investment Company Act of 1940, as amended)
shall select and nominate the directors of the Corporation who
are not interested persons of the Corporation.
ARTICLE III
Officers
Section 3.1. Executive Officers. The executive
officers of the Corporation shall be chosen by the Board of
Directors. These may include a Chairman of the Board of
Directors (who shall be a Director) and shall include a
President, a Secretary and a Treasurer. The Board of Directors
or the Executive Committee may also in its discretion appoint one
or more Vice-Presidents, Assistant Secretaries, Assistant
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Treasurers and other officers, agents and employees, who shall
have such authority and perform such duties as the Board of
Directors or the Executive Committee may determine. The Board of
Directors may fill any vacancy which may occur in any office.
Any two offices, except those of President and Vice-President,
may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity,
if such instrument is required by law or these By-Laws to be
executed, acknowledged or verified by two or more officers.
Section 3.2. Term of Office. The term of office of
all officers shall be one year and until their respective
successors are chosen and qualified. Any officer may be removed
from office at any time with or without cause by the vote of a
majority of the whole Board of Directors. Any officer may resign
his office at any time by delivering a written resignation to the
Corporation and, unless otherwise specified therein, such
resignation shall take effect upon delivery.
Section 3.3. Powers and Duties. The officers of the
Corporation shall have such powers and duties as shall be stated
in a resolution of the Board of Directors, or the Executive
Committee and, to the extent not so stated, as generally pertain
to their respective offices, subject to the control of the Board
of Directors and the Executive Committee.
Section 3.4. Surety Bonds. The Board of Directors may
require any officer or agent of the Corporation to execute a bond
(including, without limitation, any bond required by the
Investment Company Act of 1940, as amended, and the rules and
regulations of the Securities and Exchange Commission) to the
Corporation in such sum and with such surety or sureties as the
Board of Directors may determine, conditioned upon the faithful
performance of his duties to the Corporation, including
responsibility for negligence and for the accounting of any of
the Corporation's property, funds or securities that may come
into his hands.
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ARTICLE IV
Capital Stock
Section 4.1. Certificates for Shares. Each
stockholder of the Corporation shall be entitled to a certificate
or certificates for the full number of shares of stock of the
Corporation owned by him in such form as the Board may from time
to time prescribe.
Section 4.2. Transfer of Shares. Shares of the
Corporation shall be transferable on the books of the Corporation
by the holder thereof in person or by his duly authorized
attorney or legal representative, upon surrender and cancellation
of certificates, if any, for the same number of shares, duly
endorsed or accompanied by proper instruments of assignment and
transfer, with such proof of the authenticity of the signature as
the Corporation or its agents may reasonably require; in the case
of shares not represented by certificates, the same or similar
requirements may be imposed by the Board of Directors.
Section 4.3. Stock Ledgers. The stock ledgers of the
Corporation, containing the names and addresses of the
stockholders and the number of shares held by them respectively,
shall be kept at the principal offices of the Corporation or, if
the Corporation employs a Transfer Agent, at the offices of the
Transfer Agent of the Corporation.
Section 4.4. Transfer Agents and Registrars. The
Board of Directors may from time to time appoint or remove
transfer agents and/or registrars of transfers of shares of stock
of the Corporation, and it may appoint the same person as both
transfer agent and registrar. Upon any such appointment being
made, all certificates representing shares of capital stock
thereafter issued shall be countersigned by one of such transfer
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agents or by one of such registrars of transfers or by both and
shall not be valid unless so countersigned. If the same person
shall be both transfer agent and registrar, only one
countersignature by such person shall be required.
Section 4.5. Lost, Stolen or Destroyed Certificates.
The Board of Directors or the Executive Committee or any officer
or agent authorized by the Board of Directors or Executive
Committee may determine the conditions upon which a new
certificate of stock of the Corporation of any class may be
issued in place of a certificate which is alleged to have been
lost, stolen or destroyed; and may, in its discretion, require
the owner of such certificate or such owner's legal
representative to give bond, with sufficient surety, to the
Corporation and each Transfer Agent, if any, to indemnify it and
each such Transfer Agent against any and all loss or claims which
may arise by reason of the issue of a new certificate in the
place of the one so lost, stolen or destroyed.
ARTICLE V
Corporate Seal; Location of
Offices; Books; Net Asset Value
Section 5.1. Corporate Seal. The Board of Directors
may provide for a suitable corporate seal, in such form and
bearing such inscriptions as it may determine. Any officer or
director shall have the authority to affix the corporate seal.
If the Corporation is required to place its corporate seal to a
document, it shall be sufficient to place the word "(seal)"
adjacent to the signature of the authorized officer of the
Corporation signing the document.
Section 5.2. Location of Offices. The Corporation
shall have a principal office in the State of Maryland. The
Corporation may, in addition, establish and maintain such other
offices as the Board of Directors or any officer may, from time
to time, determine.
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Section 5.3. Books and Records. The books and records
of the Corporation shall be kept at the places, within or without
the State of Maryland, as the directors or any officer may
determine; provided, however, that the original or a certified
copy of the by-laws, including any amendments to them, shall be
kept at the Corporation's principal executive office.
Section 5.4. Annual Statement of Affairs. The
President or any other executive officer of the Corporation shall
prepare annually a full and correct statement of the affairs of
the Corporation, to include a balance sheet and a financial
statement of operations for the preceding fiscal year. The
statement of affairs should be submitted at the annual meeting of
stockholders and, within 20 days of the meeting, placed on file
at the Corporation's principal office.
Section 5.5. Net Asset Value. The value of the
Corporation's net assets shall be determined at such times and by
such method as shall be established from time to time by the
Board of Directors.
ARTICLE VI
Fiscal Year and Accountant
Section 6.1. Fiscal Year. The fiscal year of the
Corporation, unless otherwise fixed by resolution of the Board of
Directors, shall begin on the first day of January and shall end
on the last day of December in each year.
Section 6.2. Accountant. The Corporation shall employ
an independent public accountant or a firm of independent public
accountants as its Accountant to examine the accounts of the
Corporation and to sign and certify financial statements filed by
the Corporation. The employment of the Accountant shall be
conditioned upon the right of the Corporation to terminate the
employment forthwith without any penalty by vote of a majority of
the outstanding voting securities at any stockholders' meeting
called for that purpose.
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ARTICLE VII
Indemnification and Insurance
Section 7.1. General. The Corporation shall indemnify
directors, officers, employees and agents of the Corporation
against judgments, fines, settlements and expenses to the fullest
extent authorized and in the manner permitted, by applicable
federal and state law.
Section 7.2. Indemnification of Directors and
Officers. The Corporation shall indemnify to the fullest extent
permitted by law (including the Investment Company Act of 1940,
as amended) as currently in effect or as the same may hereafter
be amended, any person made or threatened to be made a party to
any action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such
person or such person's testator or intestate is or was a
director or officer of the Corporation or serves or served at the
request of the Corporation any other enterprise as a director or
officer. To the fullest extent permitted by law (including the
Investment Company Act of 1940, as amended) as currently in
effect or as the same may hereafter be amended, expenses incurred
by any such person in defending any such action, suit or
proceeding shall be paid or reimbursed by the Corporation
promptly upon receipt by it of an undertaking of such person to
repay such expenses if it shall ultimately be determined that
such person is not entitled to be indemnified by the Corporation.
The rights provided to any person by this Article VII shall be
enforceable against the Corporation by such person who shall be
presumed to have relied upon it in serving or continuing to serve
as a director or officer as provided above. No amendment of this
Article VII shall impair the rights of any person arising at any
time with respect to events occurring prior to such amendment.
For purposes of this Article VII, the term "Corporation" shall
include any predecessor of the Corporation and any constituent
corporation (including any constituent of a constituent) absorbed
by the Corporation in a consolidation or merger; the term "other
enterprises" shall include any corporation, partnership, joint
venture, trust or employee benefit plan; service "at the request
of the Corporation" shall include service as a director or
officer of the Corporation which imposes duties on, or involves
services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan
shall be deemed to be indemnifiable expenses; and action by a
person with respect to any employee benefit plan which such
person reasonably believes to be in the interest of the
participants and beneficiaries of such plan shall be deemed to be
action not opposed to the best interests of the Corporation.
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Section 7.3. Insurance. Subject to the provisions of
the Investment Company Act of 1940, as amended, the Corporation,
directly, through third parties or through affiliates of the
Corporation, may purchase, or provide through a trust fund,
letter of credit or surety bond insurance on behalf of any person
who is or was a Director, officer, employee or agent of the
Corporation, or who, while a Director, officer, employee or agent
of the Corporation, is or was serving at the request of the
Corporation as a Director, officer, employee, partner, trustee or
agent of another foreign or domestic corporation, partnership
joint venture, trust or other enterprise against any liability
asserted against and incurred by such person in any such capacity
or arising out of such person's position, whether or not the
Corporation would have the power to indemnify such person against
such liability.
ARTICLE VIII
Custodian
The Corporation shall have as custodian or custodians
one or more trust companies or banks of good standing, foreign or
domestic, as may be designated by the Board of Directors, subject
to the provisions of the Investment Company Act of 1940, as
amended, and other applicable laws and regulations; and the funds
and securities held by the Corporation shall be kept in the
custody of one or more such custodians, provided such custodian
or custodians can be found ready and willing to act, and further
provided that the Corporation and/or the Custodians may employ
such subcustodians as the Board of Directors may approve and as
shall be permitted by law.
ARTICLE IX
Amendment of By-Laws
The By-Laws of the Corporation may be altered, amended,
added to or repealed only by majority vote of the entire Board of
Directors.
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