0001752724-19-001618.txt : 20190114
0001752724-19-001618.hdr.sgml : 20190114
20190114133133
ACCESSION NUMBER: 0001752724-19-001618
CONFORMED SUBMISSION TYPE: N-CEN
PUBLIC DOCUMENT COUNT: 4
CONFORMED PERIOD OF REPORT: 20181031
FILED AS OF DATE: 20190114
DATE AS OF CHANGE: 20190114
EFFECTIVENESS DATE: 20190114
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: NEUBERGER BERMAN MUNICIPAL FUND INC.
CENTRAL INDEX KEY: 0001178839
IRS NUMBER: 522372415
FISCAL YEAR END: 1031
FILING VALUES:
FORM TYPE: N-CEN
SEC ACT: 1940 Act
SEC FILE NUMBER: 811-21168
FILM NUMBER: 19524620
BUSINESS ADDRESS:
STREET 1: 1290 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10104
BUSINESS PHONE: 2124768800
MAIL ADDRESS:
STREET 1: 1290 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10104
FORMER COMPANY:
FORMER CONFORMED NAME: NEUBERGER BERMAN MUNICIPAL FUND, INC.
DATE OF NAME CHANGE: 20180831
FORMER COMPANY:
FORMER CONFORMED NAME: NEUBERGER BERMAN INTERMEDIATE MUNICIPAL FUND INC
DATE OF NAME CHANGE: 20020726
N-CEN
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INTERNAL CONTROL RPT
2
NCEN_4700559677408444.txt
Report of Independent Registered Public
Accounting Firm
To the Stockholders and
Board of Directors of Neuberger Berman Municipal
Fund Inc.
In planning and performing our audit of the financial
statements of Neuberger Berman Municipal Fund
Inc. (formerly, Neuberger Berman Intermediate
Municipal Fund Inc.) (the "Fund") as of and for the
year ended October 31, 2018, in accordance with
the standards of the Public Company Accounting
Oversight Board (United States), we considered the
Fund's internal control over financial reporting,
including controls over safeguarding securities, as
a basis for designing our auditing procedures for
the purpose of expressing our opinion on the
financial statements and to comply with the
requirements of Form N-CEN, but not for the
purpose of expressing an opinion on the
effectiveness of the Fund's internal control over
financial reporting. Accordingly, we express no
such opinion.
The management of the Fund is responsible for
establishing and maintaining effective internal
control over financial reporting. In fulfilling this
responsibility, estimates and judgments by
management are required to assess the expected
benefits and related costs of controls. A company's
internal control over financial reporting is a process
designed to provide reasonable assurance
regarding the reliability of financial reporting and
the preparation of financial statements for external
purposes in accordance with U.S. generally
accepted accounting principles. A company's
internal control over financial reporting includes
those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are
recorded as necessary to permit preparation of
financial statements in accordance with U.S.
generally accepted accounting principles, and that
receipts and expenditures of the company are
being made only in accordance with authorizations
of management and directors of the company; and
(3) provide reasonable assurance regarding
prevention or timely detection of unauthorized
acquisition, use or disposition of a company's
assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control
over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the
risk that controls may become inadequate because
of changes in conditions, or that the degree of
compliance with the policies or procedures may
deteriorate.
A deficiency in internal control over financial
reporting exists when the design or operation of a
control does not allow management or employees,
in the normal course of performing their assigned
functions, to prevent or detect misstatements on a
timely basis. A material weakness is a deficiency,
or a combination of deficiencies, in internal control
over financial reporting, such that there is a
reasonable possibility that a material misstatement
of the company's annual or interim financial
statements will not be prevented or detected on a
timely basis.
Our consideration of the Fund's internal control
over financial reporting was for the limited purpose
described in the first paragraph and would not
necessarily disclose all deficiencies in internal
control that might be material weaknesses under
standards established by the Public Company
Accounting Oversight Board (United States).
However, we noted no deficiencies in the Fund's
internal control over financial reporting and its
operation, including controls over safeguarding
securities, that we consider to be a material
weakness as defined above as of October 31,
2018.
This report is intended solely for the information
and use of management and the Board of Directors
of Neuberger Berman Municipal Fund Inc. and the
Securities and Exchange Commission and is not
intended to be and should not be used by anyone
other than these specified parties.
/s/ Ernst & Young LLP
Boston, Massachusetts
December 21, 2018
OTHER REQUIRED INFO
3
NCEN_4699127947281323.txt
Report of Votes of Stockholders
The annual meeting of stockholders was held on September 6,
2018. Stockholders voted to elect four Class I Directors to
serve until the annual meeting of stockholders in 2021, or until
their successors are elected and qualified. Class II Directors
(which include Michael J. Cosgrove, Deborah C. McLean,
George W. Morriss and Tom D. Seip) and the Class III
Directors (which include Joseph V. Amato, Martha C. Goss,
James G. Stavridis and Candace L. Straight) continue to hold
office until the annual meeting in 2019 and 2020, respectively.
To elect four Class I Directors to serve until the annual
meeting of stockholders in 2021 or until their successors
are elected and qualified.
MUNICIPAL FUND
Shares of Common and Preferred Stock
Robert Conti
Votes For 17,836,234
Votes Withheld 329,399
Abstentions -
Broker Non-Votes -
Marc Gary
Votes For 17,835,660
Votes Withheld 329,973
Abstentions -
Broker Non-Votes -
Michael M. Knetter
Votes For 17,835,660
Votes Withheld 329,973
Abstentions -
Broker Non-Votes -
Shares of Preferred Stock
Peter P. Trapp
Votes For 1,794
Votes Withheld -
Abstentions -
Broker Non-Votes -
OTHER REQUIRED INFO
4
muni_bylaws.txt
NEUBERGER BERMAN INTERMEDIATE
MUNICIPAL FUND INC.
A Maryland Corporation
AMENDED AND RESTATED BYLAWS
June 27, 2018
TABLE OF CONTENTS
Page
ARTICLE I 1
NAME OF CORPORATION, LOCATION
OF OFFICES AND SEAL 1
Section 1. Name 1
Section 2. Principal Offices 1
Section 3. Seal 1
ARTICLE II 1
STOCKHOLDERS 1
Section 1. Annual Meetings 1
Section 2. Special Meetings 1
Section 3. Notice of Meetings 2
Section 4. Quorum and Adjournment of
Meetings 2
Section 5. Voting and Inspectors 2
Section 6. Validity of Proxies 3
Section 7. Stock Ledger and List of
Stockholders 3
Section 8. Action Without Meeting 4
Section 9. Nomination 4
Section 10. Stockholder Proposal 6
Section 11. Accuracy of Information 8
Section 12. Organization 8
ARTICLE III 9
BOARD OF DIRECTORS 9
Section 1. Powers 9
Section 2. Number and Term of Directors 9
Section 3. Election 9
Section 4. Vacancies and Newly Created
Directorships 9
Section 5. Removal 10
Section 6. Chair of the Board 10
Section 7. Annual and Regular Meetings 10
Section 8. Special Meetings 10
Section 9. Waiver of Notice 11
Section 10. Quorum and Voting 11
Section 11. Action Without a Meeting 11
Section 12. Compensation of Directors 11
Section 13. Non-Disclosure Agreement 11
Section 14. Requirement to Adhere to
Corporation Policies 11
ARTICLE IV 12
COMMITTEES 12
Section 1. Organization 12
Section 2. Executive Committee 12
Section 3. Proceedings and Quorum 12
Section 4. Other Committees 12
ARTICLE V 12
OFFICERS 12
Section 1. General 12
Section 2. Election, Tenure and
Qualifications 12
Section 3. Vacancies and Newly Created
Officers 13
Section 4. Removal and Resignation 13
Section 5. Chief Executive Officer 13
Section 6. President 13
Section 7. Chief Operating Officer 13
Section 8. Vice President(s) 14
Section 9. Treasurer and Assistant Treasurers 14
Section 10. Secretary and Assistant
Secretaries 14
Section 11. Chief Compliance Officer 15
Section 12. Subordinate Officers 15
Section 13. Remuneration 15
Section 14. Surety Bond 15
ARTICLE VI 15
CAPITAL STOCK 15
Section 1. Certificates of Stock 15
Section 2. Transfer of Shares 16
Section 3. Stock Ledgers 16
Section 4. Transfer Agents and Registrars 16
Section 5. Fixing of Record Date 16
Section 6. Lost, Stolen or Destroyed
Certificates 17
ARTICLE VII 17
FISCAL YEAR AND ACCOUNTANT 17
Section 1. Fiscal Year 17
Section 2. Accountant 17
ARTICLE VIII 17
CUSTODY OF SECURITIES 17
Section 1. Employment of a Custodian 17
Section 2. Termination of Custodian
Agreement 18
Section 3. Other Arrangements 18
ARTICLE IX 18
INDEMNIFICATION AND INSURANCE 18
Section 1. Indemnification of Officers,
Directors, Employees and Agents 18
Section 2. Insurance of Officers, Directors,
Employees and Agents 18
Section 3. Amendment 18
ARTICLE X 19
AMENDMENTS 19
Section 1. General 19
Section 2. By Stockholders Only 19
AMENDED AND RESTATED BYLAWS
OF
NEUBERGER BERMAN INTERMEDIATE
MUNICIPAL FUND INC.
(A MARYLAND CORPORATION)
ARTICLE I
NAME OF CORPORATION,
LOCATION OF OFFICES AND SEAL
Section 1. Name. The name of the Corporation is
Neuberger Berman Intermediate Municipal Fund
Inc.
Section 2. Principal Office. The principal office of
the Corporation in the State of Maryland shall be
located in the City of Baltimore. The Corporation
may, in addition, establish and maintain such other
offices and places of business as the Board of
Directors may, from time to time, determine.
Section 3. Seal. The corporate seal of the
Corporation shall be circular in form and shall bear
the name of the Corporation, the year of its
incorporation, and the word "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
Corporation shall have authority to affix the corporate
seal of the Corporation to any document requiring the
same.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meetings. An annual meeting of
stockholders shall be held as required and for the
purposes prescribed by the Investment Company Act
of 1940, as amended ("1940 Act"), and the laws of
the State of Maryland and for the election of directors
and the transaction of such other business as may
properly come before the meeting, except that no
annual meeting is required to be held in any year in
which the election of directors is not required to be
acted upon by the 1940 Act. Except for the first fiscal
year of the Corporation, the meeting shall be held
annually at a date and time set by the Board of
Directors at the Corporation's principal office or at
such other place within the United States as the Board
of Directors shall select. Failure to hold an annual
meeting does not invalidate the Corporation's
existence or affect any otherwise valid corporate acts.
Section 2. Special Meetings. Special meetings of
stockholders may be called at any time by the Chair
of the Board ("Chair"), the Chief Executive Officer,
the President, any Vice President, or by a majority of
the Board of Directors, and shall be held at such date,
time and place as may be stated in the notice of the
meeting.
A special meeting of the stockholders may be
called by the Secretary upon the written request of the
holders of shares entitled to vote a majority of all the
votes entitled to be cast at such meeting, provided
that (a) such request shall state the purpose of such
meeting and the matters proposed to be acted on, and
(b) the stockholders requesting such meeting shall
have paid to the Corporation the reasonably estimated
cost of preparing and mailing the notice thereof,
which the Secretary shall determine and specify to
such stockholders. The matters to be acted upon at
any such special meeting of stockholders shall be
limited to only such matters as shall be set forth in the
Corporation's notice of such meeting and brought
properly before the meeting in compliance with the
procedures set forth in this Article II.
If at any time as a result of revocations of requests for
a meeting, there are no longer unrevoked requests
from stockholders of record entitled to cast votes
equal to at least a majority of all the votes entitled to
be cast at such meeting the Secretary may refrain
from mailing the notice of the meeting (and cancel
the meeting) or, if the notice of the meeting has been
mailed, the Secretary may revoke the notice of the
meeting. Any request for a meeting received after a
revocation by the Secretary of a notice of a meeting
shall be considered a request for a new meeting.
Section 3. Notice of Meetings. The Secretary shall
cause notice of the place, date and hour, and, in the
case of a special meeting, the purpose or purposes
for which the meeting is called, to be mailed,
postage prepaid, not less than ten nor more than 90
days before the date of the meeting, to each
stockholder entitled to vote at such meeting at his or
her address as it appears on the records of the
Corporation at the time of such mailing. Notice
shall be deemed to be given when deposited in the
United States mail addressed to the stockholders as
aforesaid. Notice of any stockholders' meeting need
not be given to any stockholder who shall sign a
written waiver of such notice whether before or
after the time of such meeting, or to any stockholder
who is present at such meeting in person or by
proxy. Notice of adjournment of a stockholders'
meeting to another time or place need not be given
if such time and place are announced at the meeting.
Irregularities in the notice of any meeting to, or the
nonreceipt of any such notice by, any of the
stockholders shall not invalidate any action
otherwise properly taken by or at any such meeting.
Section 4. Quorum and Adjournment of Meetings.
The presence at any stockholders' meeting, in person
or by proxy, of stockholders entitled to cast 33 1/3%
of the votes entitled to be cast at the meeting shall be
necessary and sufficient to constitute a quorum for
the transaction of business. Subject to the rules
established by the chairperson of the stockholders'
meeting, in the absence of a quorum, the holders of a
majority of shares entitled to vote at the meeting and
present in person or by proxy, or, if no stockholder
entitled to vote is present in person or by proxy, the
chairperson of the stockholders' meeting or any
officer present entitled to preside or act as secretary
of such meeting may adjourn the meeting without
determining the date of the new meeting or from time
to time without further notice to a date not more than
120 days after the original record date. Any business
that might have been transacted at the meeting
originally called may be transacted at any such
adjourned meeting at which a quorum is present.
Section 5. Voting and Inspectors. Except as
otherwise provided in the Articles of Incorporation or
by applicable law, at each stockholders' meeting each
stockholder shall be entitled to one vote for each
share of stock of the Corporation validly issued and
outstanding and registered in his or her name on the
books of the Corporation on the record date fixed in
accordance with these Bylaws, except that no shares
held by the Corporation shall be entitled to a vote. 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 30th 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.
Except as otherwise provided in the Articles of
Incorporation or these Bylaws or as required by the
1940 Act, all matters shall be decided by a vote of the
majority of the votes validly cast. A director shall be
elected by a majority of the outstanding shares of the
Corporation entitled to vote thereon. The vote upon
any question shall be by ballot whenever requested by
any person entitled to vote, but, unless such a request
is made, voting may be conducted in any way
approved by the chairperson of the meeting.
At any meeting at which there is an election of
Directors, the chairperson of the meeting may, and
upon the request of the holders of 10% of the stock
entitled to vote in such election shall, appoint one or
more 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 as an inspector.
Section 6. Validity of Proxies. At all meetings of
stockholders, every stockholder of record entitled to
vote thereat shall be entitled to vote either in person
or by proxy, which term shall include proxies
provided through written, electronic, telephonic,
computerized, facsimile, telecommunication, or
telex communication. The right to vote by proxy
shall exist only if the instrument authorizing such
proxy to act shall have been signed by the
stockholder or by his or her duly authorized
attorney (who may be so authorized by a writing or
by any non-written means permitted by the laws of
the State of Maryland). Unless a proxy provides
otherwise, it shall not be valid more than eleven
months after its date. All proxies shall be delivered
to the Secretary of the Corporation or to the person
acting as Secretary of the meeting before being
voted, who shall decide all questions concerning
qualification of voters, the validity of proxies, and
the acceptance or rejection of votes; provided,
however, all such questions shall be decided by the
inspector or inspectors of election if appointed. 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
Corporation 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.
Section 7. Stock Ledger and List of Stockholders. It
shall be the duty of the Secretary or Assistant
Secretary of the Corporation to cause an original or
duplicate stock ledger to be maintained at the
principal office of the Corporation or, if the
Corporation employs a transfer agent, at the office of
the Corporation's transfer agent. Such stock ledger
may be in written form or any other form capable of
being converted into written form within a reasonable
time for visual inspection. Any one or more persons,
each of whom has been a stockholder of record of the
Corporation for more than six months next preceding
such request, who owns in the aggregate 5% or more
of the outstanding capital stock of any class of the
Corporation, may submit (unless the Corporation at
the time of the request maintains a duplicate stock
ledger at its principal office in Maryland) a written
request to any officer of the Corporation or its
resident agent in Maryland for a list of the
stockholders of the Corporation. Within 20 days after
such a request, there shall be prepared and filed at the
Corporation's principal office in Maryland a list
containing the names and addresses of all
stockholders of the Corporation and the number of
shares of each class held by each stockholder,
certified as correct by an officer of the Corporation,
by its stock transfer agent, or by its registrar.
Section 8. Action Without Meeting. Any action
required or permitted to be taken by stockholders at a
meeting of stockholders may be taken without a
meeting if (a) all stockholders entitled to vote on the
matter consent to the action in writing or by
electronic transmission, (b) all stockholders entitled
to notice of the meeting but not entitled to vote at it
deliver a waiver in writing or by electronic
transmission of any right to dissent, and (c) the
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 9. Nomination. Subject to the rights of
holders of any class or series of stock having a
preference over the Corporation's common stock as
to dividends or upon liquidation, nominations for
the election of directors may be made by the Board
of Directors or a committee appointed by the Board
of Directors or by any stockholder entitled to vote
in the election of directors. However, any
stockholder entitled to vote in the election of
directors at a meeting may only nominate a director
for whom that stockholder would be entitled to vote
and must do so by notice in writing delivered or
mailed by first-class United States mail, postage
prepaid, to the Secretary of the Corporation, and
received by the Secretary at the principal executive
office of the Corporation (a) with respect to any
nomination to be introduced at an annual meeting of
stockholders, not later than the close of business on
the 120th day prior to the first anniversary of the
date of mailing of the notice for the preceding
year's annual meeting nor earlier than the close of
business on the 150th day prior to the first
anniversary of the date of mailing of the notice for
the preceding year's annual meeting; provided,
however, that in the event that the date of mailing of
the notice for the annual meeting is advanced or
delayed by more than 30 days from the anniversary
date of mailing of the notice for the preceding
year's annual meeting, notice by the stockholder to
be timely must be received no earlier than the close
of business on the 120th day prior to the date of such
annual meeting, and no later than the later to occur
of (i) the close of business on the 90th day prior to
the date of such annual meeting or (ii) the close of
business on the 10th day following the day on which
public announcement of the date of such meeting is
first made by the Corporation; and (b) with respect
to any nomination to be introduced at a special
meeting of stockholders, not earlier than the close
of business on the 120th day prior to such special
meeting and not later than the close of business on
the later of (i) the 90th day prior to such special
meeting or (ii) the 10th day following the day on
which public announcement is first made of the date
of the special meeting. In no event shall the public
announcement of a postponement of the mailing of
the notice for an annual meeting or of an
adjournment or postponement of an annual meeting
to a later date or time commence a new time period
for the giving of a stockholder's notice as described
above.
Each such notice shall set forth: (a) the name, age,
business address and residence address of the
person or persons to be nominated; (b) with respect
to each such nominee, whether the stockholder who
intends to make the nomination believes such
nominee is, or is not, an "interested person" of the
Corporation, as defined in the 1940 Act, and the
basis for that belief together with such information
regarding such nominee (including, without
limitation, a completed nominee questionnaire) that
is sufficient, in the discretion of the Board of
Directors or any committee thereof or any
authorized officer of the Corporation, to make such
determination; (c) a representation that the
stockholder who intends to make the nomination is
a holder of record or beneficial owner of stock of
the Corporation entitled to vote at such meeting for
each such nominee (together with such proof
thereof as would meet the requirements for
proposals that are to be included in the
Corporation's proxy statements pursuant to Rule
14a-8 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or any successor
to such Rule) and intends to appear in person or by
proxy at the meeting to nominate the person or
persons specified in the notice; (d) as to the
stockholder who intends to make the nomination
and any Stockholder Associated Person (as defined
below), (i) the class and number of shares of stock
which are owned by such stockholder and all
Stockholder Associated Persons, as of the date of
such notice (which information shall be
supplemented by such stockholder not later than
five business days after the record date for the
meeting to disclose such information as of the
record date), (ii) the nominee holder for, and
number of shares of stock owned beneficially but
not of record by such stockholder and by any
Stockholder Associated Person, as of the date of
such notice (which information shall be
supplemented by such stockholder not later than
five business days after the record date for the
meeting to disclose such information as of the
record date), (iii) the date shares of stock identified
in (i) and (ii) were acquired and the investment
intent of such acquisition; and (iv) whether and the
extent to which any hedging or other transaction or
series of transactions has been entered into, or any
other agreement, arrangement or understanding,
whether written or oral (including any derivative or
short positions, profit interests, options, warrants,
stock appreciation or similar rights, hedging
transactions, and borrowed or loaned stock) has
been made, by or on behalf of the nominee and any
stockholder, the effect or intent of which is to
mitigate loss to or manage risk of share price
changes for, or to increase or decrease the voting
power of, such stockholder or any such Stockholder
Associated Person or any proposed nominee, with
respect to any shares of stock of the Corporation,
including any such activity effected by the use of
securities or other instruments of any other issuer
(collectively, "Hedging Activities"), in effect as of
the date of such notice (which information shall be
supplemented by such stockholder not later than
five business days after the record date for the
meeting to disclose such information as of the
record date); (e) as to the stockholder giving the
notice and any Stockholder Associated Person
covered by this Section 9, the name and address of
such stockholder, as they appear on the
Corporation's stock ledger and current name and
address, if different; (f) to the extent known by the
stockholder giving the notice, the name and address
of any other stockholder supporting the nomination
on the date of such stockholder's notice; (g) a
representation whether the stockholder or any
Stockholder Associated Person intends to deliver a
proxy statement and/or form of proxy to holders of
at least the percentage of the outstanding shares of
stock required to approve the nomination and/or
otherwise to solicit proxies from stockholders in
support of the nomination; (h) all other information
relating to the person or persons to be nominated
that is required to be disclosed in solicitations of
proxies for election of directors in an election
contest (even if an election contest is not involved),
or is otherwise required, in each case pursuant to
Regulation 14A (or any successor provision) under
the Exchange Act and the rules thereunder; (i) a
description of all agreements, arrangements, or
understandings (whether written or oral) between
the nominee and any stockholder related to, and any
material interest of such stockholder in, such
nomination, including any anticipated benefit
therefrom to such nominee; (j) a description of all
commercial and professional relationships and
transactions between or among the nominee or any
stockholder, and any other person or persons known
to such nominee or stockholder to have a material
interest in such nomination, including the
nominating stockholder and Stockholder Associated
Person; and (k) a statement certifying as to the
completeness and accuracy of the information
provided. The chairperson of the meeting may
refuse to acknowledge a nomination by any
stockholder that is not made in compliance with the
foregoing procedure.
For purposes of this Section 9 and Section 10
below, (a) the "date of mailing of the notice" shall
mean the date of the proxy statement for the
solicitation of proxies for election of Directors and
(b) "public announcement" shall mean disclosure (i)
in a press release either transmitted to the principal
securities exchange on which the Corporation's
common stock is traded or reported by a recognized
news service or (ii) in a document publicly filed by
the Corporation with the Securities and Exchange
Commission.
For purposes of this Section 9 and Section 10 below,
"Stockholder Associated Person" of any stockholder
shall mean (a) any person controlling, controlled by
or under common control with, directly or indirectly,
or acting in concert with, such stockholder (including,
without limitation, any person who is a member of a
"group" for purposes of Section 13(d) of the
Exchange Act, or any successor provision, that
includes such stockholder), (b) any beneficial owner
of shares of stock owned of record or beneficially by
such stockholder and (c) any person controlling,
controlled by or under common control with any such
person named in (a) or (b).
Section 10. Stockholder Proposal. Any stockholder
who is entitled to vote in the election of Directors
and who meets the requirements of the proxy rules
under the Exchange Act, may submit to the Board
of Directors a proposal to be considered for
submission to the stockholders of the Corporation
for their vote. Proposals for the Board's
consideration (other than proposals made under
Rule 14a-8 of the Exchange Act) must be submitted
by notice in writing delivered or mailed by first-
class United States mail, postage prepaid, to the
Secretary of the Corporation, and received by the
Secretary at the principal executive office of the
Corporation (a) with respect to any proposal to be
introduced at an annual meeting of stockholders, not
later than the close of business on 120th day prior to
the first anniversary of the date of mailing of the
notice for the preceding year's annual meeting nor
earlier than the close of business on the 150th day
prior to the first anniversary of the date of mailing
of the notice for the preceding year's annual
meeting; provided, however, that in the event that
the date of mailing of the notice for the annual
meeting is advanced or delayed by more than 30
days from the anniversary date of mailing of the
notice for the preceding year's annual meeting,
notice by the stockholder to be timely must be so
received no earlier than the close of business on the
120th day prior to the date of such annual meeting,
and no later than the later to occur of (i) the close of
business on the 90th day prior to the date of such
annual meeting or (ii) the close of business on the
10th day following the day on which public
announcement of the date of such meeting is first
made by the Corporation; and (b) with respect to
any proposal to be introduced at a special meeting
of stockholders, not earlier than the close of
business on the 120th day prior to such special
meeting and not later than the close of business on
the later of the 90th day prior to such special
meeting or the 10th day following the day on which
public announcement is first made of the date of the
special meeting. In no event shall the public
announcement of a postponement of the mailing of
the notice for such annual meeting or of an
adjournment or postponement of an annual meeting
to a later date or time commence a new time period
for the giving of a stockholder's notice as described
above.
Each such notice shall set forth: (a) the proposal to
be introduced, the reasons for proposing such
business at the meeting and any material interest in
such business of such stockholder and any
Stockholder Associated Person (as defined above),
individually or in the aggregate, including any
anticipated benefit to the stockholder and any
Stockholder Associated Person therefrom; (b) a
representation that the stockholder is a holder of
record or beneficial owner of stock of the
Corporation entitled to vote on such proposal at
such meeting (together with such proof thereof as
would meet the requirements for proposals that are
to be included in the Corporation's proxy
statements pursuant to Rule 14a-8 under the
Exchange Act, or any successor to such Rule) and
intends to appear in person or by proxy at the
meeting to introduce the proposal or proposals,
specified in the notice; (c) as to the stockholder
giving the notice and any Stockholder Associated
Person, (i) the class and number of shares of stock
which are owned by such stockholder and all
Stockholder Associated Persons, as of the date of
such notice (which information shall be
supplemented by such stockholder not later than
five business days after the record date for the
meeting to disclose such information as of the
record date), (ii) the nominee holder for, and
number of shares of stock owned beneficially but
not of record by such stockholder and by any
Stockholder Associated Person, as of the date of
such notice (which information shall be
supplemented by such stockholder not later than
five business days after the record date for the
meeting to disclose such information as of the
record date), (iii) the date shares of stock identified
in (i) and (ii) were acquired and the investment
intent of such acquisition; and (iv) whether and the
extent to which any Hedging Activities (as defined
above) have been made, by or on behalf of any
stockholder, in effect as of the date of such notice
(which information shall be supplemented by such
stockholder not later than five business days after
the record date for the meeting to disclose such
information as of the record date); (d) as to the
stockholder giving the notice and any Stockholder
Associated Person covered by this Section 10, the
name and address of such stockholder, as they
appear on the Corporation's stock ledger and
current name and address, if different; (e) to the
extent known by the stockholder giving the notice,
the name and address of any other stockholder
supporting the proposal to be introduced on the date
of such stockholder's notice; (f) a representation
whether the stockholder or any Stockholder
Associated Person intends to deliver a proxy
statement and/or form of proxy to holders of at least
the percentage of the outstanding shares of stock
required to approve the proposal and/or otherwise to
solicit proxies from stockholders in support of the
proposal; (g) a description of any agreement,
arrangement or understanding (whether written or
oral) with respect to the proposal between or among
the stockholder and such beneficial owner, any of
their respective Stockholder Associated Persons,
and any other person or persons (including their
names) in connection with the proposal of such
business and any material interest of such person or
any Stockholder Associated Person of such person,
in such business, including any anticipated benefit
therefrom to such Person, or any Stockholder
Associated Person of such person; (h) a description
of all commercial and professional relationships and
transactions between or among such stockholder
and such beneficial owners or their respective
Stockholder Associated Person, and any other
person or persons known to such stockholder and
such beneficial owners or their respective
Stockholder Associated Person to have a material
interest in the matter that is the subject of such
notice; and (i) a statement certifying as to the
completeness and accuracy of the information
provided.
The Board of Directors, or a Committee of the
Board acting through delegated authority, will
determine whether the proposal meets the
requirements to be presented for a vote of
stockholders. The chairperson of the meeting may
refuse to acknowledge the introduction of any
stockholder proposal not made in compliance with
the foregoing procedure.
Section 11. Accuracy of Information. Upon written
request by the Secretary or the Board of Directors
or any committee thereof or any authorized officer
of the Corporation, any stockholder proposing a
nominee for election as a Director or any proposal
to be considered for submission to the stockholders
of the Corporation for their vote shall provide,
within five business days of delivery of such request
(or such other period as may be specified in such
request), (a) written verification, satisfactory, in the
discretion of the Board of Directors or any
committee thereof or any authorized officer of the
Corporation, to demonstrate the accuracy of any
information submitted by the stockholder pursuant
to this Article and (b) a written update of any
information previously submitted by the
stockholder pursuant to this Article as of an earlier
date. If information submitted by any stockholder
pursuant to this Article is not verified satisfactorily
in the discretion of the Board of Directors or any
committee thereof or any authorized officer of the
Corporation, such information may be deemed to be
insufficient for purposes of this Article. If a
stockholder fails to provide such written verification
or written update within such period, the
information as to which written verification or a
written update was requested shall be deemed not to
have been provided in accordance with this Article.
Section 12. Organization. Every meeting of
stockholders shall be conducted by an individual
appointed by the Board of Directors to be
chairperson of the meeting or, in the absence of
such appointment or appointed individual, by the
Chair of the Board, if any, or, in the case of a
vacancy in the office or absence of the Chair of the
Board, by one of the following officers present at
the meeting in the following order: the Vice Chair
of the Board, if any, the Chief Executive Officer,
the President, any Executive Vice Presidents in
order of their rank and seniority, any Vice
Presidents in order of their rank and seniority, the
Secretary, the Treasurer, or, in the absence of such
Director or officers, a chairperson chosen by the
stockholders by the vote of a majority of the votes
cast by stockholders present in person or by proxy.
The Secretary, or, in the Secretary's absence, an
Assistant Secretary, or, in the absence of both the
Secretary and Assistant Secretaries, an individual
appointed by the Board of Directors, or, in the
absence of such appointment, an individual
appointed by the chairperson of the meeting shall
act as secretary of the meeting. In the event that the
Secretary presides at a meeting of the stockholders,
an Assistant Secretary, or, in the absence of
Assistant Secretaries, an individual appointed by the
Board of Directors or the chairperson of the
meeting, shall record the minutes of the meeting.
The order of business and all other matters of
procedure at any meeting of stockholders shall be
determined by the chairperson of the meeting.
The chairperson of the meeting may prescribe such
rules, regulations and procedures and take such
action as, in the discretion of such chairperson and
without any action by the stockholders, are
appropriate for the proper conduct of the meeting,
including, without limitation, (a) restricting
admission to the time set for the commencement of
the meeting; (b) limiting attendance at the meeting
to stockholders of record of the Corporation, their
duly authorized proxies and other such individuals
as the chairperson of the meeting may determine;
(c) limiting participation at the meeting on any
matter to stockholders of record of the Corporation
entitled to vote on such matter, their duly authorized
proxies and other such individuals as the
chairperson of the meeting may determine; (d)
limiting the time allotted to questions or comments
by participants; (e) determining when and for how
long the polls should be open and when the polls
should be closed; (f) maintaining order and security
at the meeting; (g) removing any stockholder or any
other individual who refuses to comply with
meeting procedures, rules or guidelines as set forth
by the chairperson of the meeting; (h) concluding a
meeting or recessing or adjourning the meeting to a
later date and time and at a place announced at the
meeting; and (i) complying with any state and local
laws and regulations concerning safety and security.
Unless otherwise determined by the chairperson of
the meeting, meetings of stockholders shall not be
required to be held in accordance with the rules of
parliamentary procedure.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Powers. Except as otherwise provided by
operation of law, by the Articles of Incorporation, or
by these Bylaws, the business and affairs of the
Corporation shall be managed under the direction of
and all the powers of the Corporation shall be
exercised by or under authority of its Board of
Directors.
Section 2. Number and Term of Directors. Except
for the initial Board of Directors, the Board of
Directors shall consist of not fewer than three nor
more than sixteen Directors, as specified by a
resolution of a majority of the entire Board of
Directors. Except for the initial Board of Directors,
the Board of Directors shall at all times be divided as
equally as possible into three classes of directors,
designated Class I, Class II, and Class III. The terms
of office of Class I, Class II, and Class III directors
shall expire at the annual meeting of stockholders
held in 2003, 2004, and 2005, respectively, and at
each third annual meeting of stockholders thereafter.
At least one member of the Board of Directors shall
be a person who is not an "interested person" of the
Corporation, as that term is defined in the 1940 Act.
All other directors may be interested persons of the
Corporation if the requirements of the 1940 Act and
the rules and regulations thereunder are met by the
Corporation and its investment adviser. Directors
need not be stockholders of the Corporation. All acts
done at any meeting of the Directors or by any person
acting as a Director, so long as his or her successor
shall not have been duly elected or appointed, shall,
notwithstanding that it be afterwards discovered that
there was some defect in the election of the Directors
or of such person acting as a Director or that they or
any of them were disqualified, be as valid as if the
Directors or such other person, as the case may be,
had been duly elected and were or was qualified to be
Directors or a Director of the Corporation. Each
Director shall hold office until his or her successor is
elected and qualified or until his or her earlier death,
resignation or removal.
Section 3. Election. At the first annual meeting of
stockholders, Directors shall be elected by vote of the
holders of a plurality of the shares present in person
or by proxy and entitled to vote thereon. Thereafter,
except as otherwise provided in these Bylaws, the
Directors shall be elected by the stockholders at a
meeting held on a date fixed by the Board of
Directors and a Director shall be elected by a majority
of the outstanding shares of the Corporation entitled
to vote thereon.
Section 4. Vacancies and Newly Created
Directorships. If any vacancies shall occur in the
Board of Directors by reason of death, resignation,
removal or otherwise, or if the authorized number of
Directors shall be increased, the Directors then in
office shall continue to act, and such vacancies (if not
previously filled by the stockholders) may be filled
by a majority of the Directors then in office, although
less than a quorum, except that a newly created
Directorship may be filled only by a majority vote of
the entire Board of Directors; provided, however, that
if the stockholders of any class of the Corporation's
capital stock are entitled separately to elect one or
more directors, a majority of the remaining directors
elected by that class (if any) may fill any vacancy
among the number of directors elected by that class;
provided further, however, that, at any time that there
are stockholders of the Corporation, immediately
after filling such vacancy at least two-thirds (2/3) of
the Directors then holding office shall have been
elected to such office by the stockholders of the
Corporation. In the event that at any time, other than
the time preceding the first annual stockholders'
meeting, less than a majority of the Directors of the
Corporation holding office at that time were elected
by the stockholders, a meeting of the stockholders
shall be held promptly and in any event within 60
days for the purpose of electing Directors to fill any
existing vacancies in the Board of Directors, unless
the Securities and Exchange Commission shall by
rule or order extend such period.
Section 5. Removal. At any stockholders' meeting
duly called, provided a quorum is present, the
stockholders may remove any director from office,
but only for cause, and may elect a successor or
successors to fill any resulting vacancies for the
unexpired terms of the removed director or directors.
An affirmative vote of 75% of the then outstanding
shares of the Corporation's capital stock entitled to
vote for such director shall be required to remove a
director for cause. After the initial issuance of any
shares of the Corporation's capital stock, this section
may be amended only by the affirmative vote of 75%
of the shares of the Corporation outstanding.
Section 6. Chair of the Board. The Board of
Directors may, but shall not be required to, elect a
Chair of the Board. Any Chair of the Board shall be
elected from among the Directors of the Corporation
and may hold such office only so long as he or she
continues to be a Director. The Chair, if any, shall
preside at all stockholders' meetings and at all
meetings of the Board of Directors, and may be ex
officio a member of all committees of the Board of
Directors. The Chair, if any, shall have such powers
and perform such duties as may be assigned from
time to time by the Board of Directors.
Section 7. Annual and Regular Meetings. The
annual meeting of the Board of Directors for
choosing officers and transacting other proper
business shall be held at such time and place as the
Board may determine. The Board of Directors from
time to time may provide by resolution for the
holding of regular meetings and fix their time and
place within or outside the State of Maryland. Except
as otherwise provided in the 1940 Act, notice of such
annual and regular meetings need not be given,
provided that notice of any change in the time or
place of such meetings shall be sent promptly to each
Director not present at the meeting at which such
change was made, in the manner provided for notice
of special meetings. Except as otherwise provided
under the 1940 Act, members of the Board of
Directors or any committee designated thereby may
participate in a meeting of such Board or committee
by means of a conference telephone or similar
communications equipment that allows all persons
participating in the meeting to hear each other at the
same time. Unless provided otherwise by statute or
regulation, participation in a meeting by such means
shall constitute presence in person at the meeting.
Section 8. Special Meetings. Special meetings of the
Board of Directors shall be held whenever called by
the Chair of the Board, the Chief Executive Officer,
the President (or, in the absence or disability of the
President, by any Vice President), the Treasurer or by
two or more Directors, at the time and place (within
or without the State of Maryland) specified in the
respective notice or waivers of notice of such
meetings. Notice of special meetings, stating the time
and place, shall be (a) mailed to each Director at his
or her residence or regular place of business at least
three days before the day on which a special meeting
is to be held or (b) delivered to him or her personally
or transmitted to him or her by telegraph, telecopy,
telex, cable, wireless or other electronic means at
least one day before the meeting.
Section 9. Waiver of Notice. No notice of any
meeting need be given to any Director who is present
at the meeting or who waives notice of such meeting
in writing or by electronic transmission (which
waiver shall be filed with the records of such
meeting), either before or after the time of the
meeting.
Section 10. Quorum and Voting. At all meetings of
the Board of Directors, the presence of one-half or
more of the number of Directors then in office shall
constitute a quorum for the transaction of business,
provided that there shall be present at least two
directors. In the absence of a quorum, a majority of
the Directors present may adjourn the meeting, from
time to time, until a quorum shall be present. The
action of a majority of the Directors present at a
meeting at which a quorum is present shall be the
action of the Board of Directors, unless concurrence
of a greater proportion is required for such action by
law, by the Articles of Incorporation or by these
Bylaws.
Section 11. Action Without a Meeting. Except as
otherwise provided under the 1940 Act, any action
required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof
may be taken without a meeting if a written consent
which sets forth the action is given in writing or by
electronic transmission by each member of the Board
of Directors or such committee entitled to vote on the
matter and filed in paper or electronic form with the
minutes of proceedings of the Board of Directors or
committee.
Section 12. Compensation of Directors. Directors
shall be entitled to receive such compensation from
the Corporation for their services as may from time to
time be determined by resolution of the Board of
Directors. A Director who serves the Corporation in
any other capacity also may receive compensation for
such other services pursuant to a resolution of the
Board of Directors.
Section 13. Non-Disclosure Agreement. If directed
by 2/3 of the Directors, a Director shall be required as
a condition to his or her service or continued service
as a Director to execute and deliver to the
Corporation an agreement (in such form and with
such content as the Board of Directors shall approve)
requiring all information received in a person's
capacity as a Director of the Corporation to be held
confidential.
Section 14. Requirement to Adhere to Corporation
Policies. If directed by 2/3 of the Directors, a
Director shall be required as a condition to his or her
service or continued service as a Director to execute
and deliver to the Corporation an acknowledgment of
the policies of the Corporation upon taking office, as
a Director and after any change in such policies of the
Corporation. Failure to adhere to any policies shall
constitute grounds for the removal of the Director for
"cause."
ARTICLE IV
COMMITTEES
Section 1. Organization. By resolution adopted by
the Board of Directors, the Board of Directors may
designate one or more committees of the Board,
including an Executive Committee. The chair and any
vice chair of each such committee shall be elected by
the committee from among its members. Each
committee must be comprised of one or more
members, each of whom must be a Director and shall
hold committee membership at the pleasure of the
Board. The Board of Directors shall have the power
at any time to change the members of such
committees and to fill vacancies in the committees.
The Board of Directors may delegate to these
committees any of its powers, to the extent permitted
by law.
Section 2. Executive Committee. Unless otherwise
provided by resolution of the Board of Directors,
when the Board of Directors is not in session, the
Executive Committee, if one is designated by the
Board, shall have and may exercise all powers of the
Board of Directors in the management of the business
and affairs of the Corporation that may lawfully be
exercised by an Executive Committee. The Chief
Executive Officer and the President shall
automatically be members of the Executive
Committee.
Section 3. Proceedings and Quorum. In the absence
of an appropriate resolution of the Board of Directors,
each committee may adopt such rules and regulations
governing its proceedings, quorum and manner of
acting as it shall deem proper and desirable. In the
event any member of any committee is absent from
any meeting, the members thereof present at the
meeting, whether or not they constitute a quorum,
may appoint a member of the Board of Directors to
act in the place of such absent member.
Section 4. Other Committees. The Board of
Directors may appoint other committees, each
consisting of one or more persons, who need not be
Directors. Each such committee shall have such
powers and perform such duties as may be assigned
to it from time to time by the Board of Directors, but
shall not exercise any power which may lawfully be
exercised only by the Board of Directors or a
committee thereof.
ARTICLE V
OFFICERS
Section 1. General. The officers of the Corporation
shall include a President, a Treasurer, a Secretary,
and a Chief Compliance Officer, and may include a
Chief Executive Officer, a Chief Operating Officer,
one or more Executive Vice Presidents, one or more
Vice Presidents, one or more Assistant Treasurers
or Assistant Secretaries and such other officers as
the Directors may determine.
Section 2. Election, Tenure and Qualifications. The
officers of the Corporation, except those appointed as
provided in Section 12 of this Article V, may be
elected by the Board of Directors at its first meeting
and officers may be elected at any regular or special
meeting of the Board thereafter. Each officer shall
hold office until his or her successor is elected and
qualifies, his or her death, or his or her resignation or
removal in the manner hereinafter provided. Officers
of the Corporation are appointed by the Directors and
serve at the pleasure of the Board. Any person may
hold one or more offices of the Corporation except
that no one person may serve concurrently as both
President and Vice President. A person who holds
more than one office in the Corporation 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. No officer need be a Director.
Section 3. Vacancies and Newly Created Officers. If
any vacancy shall occur in any office by reason of
death, resignation, removal, disqualification or other
cause, or if any new office shall be created, such
vacancies or newly created offices may be filled by
the Board of Directors at any regular or special
meeting or, in the case of any office created pursuant
to Section 12 hereof, by any officer upon whom such
power shall have been conferred by the Board of
Directors.
Section 4. Removal and Resignation. Any officer
may be removed from office by the vote of a majority
of the members of the Board of Directors given at a
regular meeting or any special meeting called for
such purpose, if the Board has determined the best
interests of the Corporation will be served by removal
of that officer. Any officer may resign from office at
any time by delivering a written resignation to the
Board of Directors, the President, the Secretary, or
any Assistant Secretary. Unless otherwise specified
therein, such resignation shall take effect upon
delivery.
Section 5. Chief Executive Officer. The Chief
Executive Officer shall be the chief executive officer
of the Corporation and, in the absence of the Chair of
the Board of Directors or if no Chair of the Board has
been elected, shall preside at all stockholders'
meetings and at all meetings of the Board and shall in
general exercise the powers and perform the duties of
a chief executive officer. Subject to the supervision of
the Board of Directors, the Chief Executive Officer
shall have general charge of the business, affairs and
property of the Corporation and general supervision
over its officers, employees and agents. Except as the
Board of Directors may otherwise order, the Chief
Executive Officer may sign in the name and on behalf
of the Corporation all deeds, bonds, contracts, or
agreements. The Chief Executive Officer may
perform any duties of the Chief Operating Officer and
shall exercise such other powers and perform such
other duties as from time to time may be assigned by
the Board of Directors.
Section 6. President. At the request of the Chief
Executive Officer, or in the absence or in the event of
the disability of the Chief Executive Officer, the
President may perform all the duties of the Chief
Executive Officer and, when so acting, shall have all
the powers of and be subject to all the restrictions
upon the Chief Executive Officer. Except as the
Board of Directors may otherwise order, the President
may sign in the name and on behalf of the
Corporation all deeds, bonds, contracts, or
agreements, whether or not the Chief Executive
Officer is present and able to act. The President shall
exercise such other powers and perform such other
duties as from time to time may be assigned by the
Board of Directors.
Section 7. Chief Operating Officer. The Board of
Directors may designate a Chief Operating Officer.
The Chief Operating Officer shall have general
authority over and general management and control
of the business and affairs of the Corporation and
shall perform the duties customarily performed by
chief operating officers. In general, he or she shall
discharge all duties incident to the office of a chief
operating officer and such other duties as may be
prescribed by the Directors and Chief Executive
Officer from time to time.
Section 8. Vice President(s). The Executive Vice
President shall have such powers and perform such
duties as from time to time may be assigned to him
or her by the Directors, the Chief Executive Officer,
Chief Operating Officer or the President. At the
request or in the absence or disability of the
President, the Executive Vice President (or, if there
are two or more Executive Vice Presidents, then the
senior Executive Vice President present and able to
act) shall perform all the duties of the President,
including those set forth in Section 6 of this Article,
and, when so acting, shall have all the powers of the
President. The Vice President(s) shall have such
powers and perform such duties as the Directors,
Chief Executive Officer, or Executive Vice
Presidents may determine. At the request or in the
absence or disability of the Executive Vice
President(s), the Vice President (or, if there are two
or more Vice Presidents, then the senior of the Vice
Presidents present and able to act) shall perform all
the duties of the Executive Vice President(s) and,
when so acting, shall have all the powers of the
Executive Vice President(s) for whom he or she is
acting. Notwithstanding Section 8, the Directors
may designate an Executive Vice President or Vice
President as the principal financial officer of the
Corporation or to serve one or more other functions.
If an Executive Vice President or Vice President is
designated as principal financial officer of the
Corporation, he or she shall have general charge of
the finances and books of account of the
Corporation and shall report to the Directors
annually regarding the financial condition of the
Corporation as soon as practicable after the close of
the Corporation's fiscal year.
Section 9. Treasurer and Assistant Treasurers.
Except as otherwise provided by the Board of
Directors, the Treasurer shall be the principal
financial and accounting officer of the Corporation
and shall have general charge of the finances and
books of account of the Corporation. The Treasurer
shall have general supervision of the funds and
property of the Corporation and of the performance
by the Custodian of its duties with respect thereto.
The Treasurer shall render to the Board of Directors,
whenever directed by the Board, an account of the
financial condition of the Corporation and of all
transactions as Treasurer; and as soon as practicable
after the close of each financial year the Treasurer
shall make and submit to the Board of Directors a like
report for such financial year. The Treasurer shall
perform all acts incidental to the office of Treasurer,
subject to the control of the Board of Directors.
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.
Section 10. Secretary and Assistant Secretaries. The
Secretary shall attend to the giving and serving of all
notices of the Corporation and shall record all
proceedings of the meetings of the stockholders and
Directors in books to be kept for that purpose. The
Secretary shall keep in safe custody the seal of the
Corporation, and shall have responsibility for the
records of the Corporation, including the stock books
and such other books and papers as the Board of
Directors may direct and such books, reports,
certificates and other documents required by law to
be kept, all of which shall at all reasonable times be
open to inspection by any Director. The Secretary
shall perform such other duties which appertain to
this office or as may be required 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.
Section 11. Chief Compliance Officer. The Board
of Directors shall designate a Chief Compliance
Officer to the extent required by, and consistent
with the requirements of, the 1940 Act. The Chief
Compliance Officer, subject to the direction of and
reporting to the Board of Directors, shall be
responsible for the oversight of the Corporation's
compliance with the federal securities laws (as
defined in Rule 38a-1 under the 1940 Act) and such
other applicable regulatory requirements as the
Board may specify. The designation, compensation
and removal of the Chief Compliance Officer must
be approved by the Board of Directors, including a
majority of the directors who are not "interested
persons" (as such term is defined in Section
2(a)(19) of the 1940 Act) of the Corporation. The
Chief Compliance Officer shall perform such
executive, supervisory and management functions
and duties as the Board of Directors may assign to
him or her from time to time.
Section 12. Subordinate Officers. The Board of
Directors from time to time may appoint such other
officers and agents as it may deem advisable, each of
whom shall 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. Any officer or agent appointed in accordance
with the provisions of this Section 12 may be
removed, either with or without cause, by any officer
upon whom such power of removal shall have been
conferred by the Board of Directors.
Section 13. Remuneration. The salaries or other
compensation of the officers of the Corporation shall
be fixed from time to time by resolution of the Board
of Directors in the manner provided by Section 12 of
Article III, except that the Board of Directors may by
resolution delegate to any person or group of persons
the power to fix the salaries or other compensation of
any subordinate officers or agents appointed in
accordance with the provisions of Section 12 of this
Article V.
Section 14. Surety Bond. 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 1940 Act and the rules and
regulations of the Securities and Exchange
Commission promulgated thereunder) 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 or
her 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 or her hands.
ARTICLE VI
CAPITAL STOCK
Section 1. Certificates of Stock. The interest of each
stockholder of the Corporation shall be evidenced by
certificates for shares of stock in such form as the
Board of Directors may from time to time authorize,
provided, however, the Board of Directors may, in its
discretion, authorize the issuance of non-certificated
shares. No certificate shall be valid unless it is signed
by the Chair of the Board, the President or a Vice
President and countersigned by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant
Treasurer of the Corporation and sealed with the seal
of the Corporation, or bears the facsimile signatures
of such officers and a facsimile of such seal. In case
any officer who shall have signed any such
certificate, or whose facsimile signature has been
placed thereon, shall cease to be such an officer
(because of death, resignation or otherwise) before
such certificate is issued, such certificate may be
issued and delivered by the Corporation with the
same effect as if he or she were such officer at the
date of issue.
In the event that the Board of Directors authorizes the
issuance of non-certificated shares of stock, the Board
of Directors may, in its discretion and at any time,
discontinue the issuance of share certificates and
may, by written notice to the registered owners of
each certificated share, require the surrender of share
certificates to the Corporation for cancellation. Such
surrender and cancellation shall not affect the
ownership of shares of the Corporation.
Section 2. Transfer of Shares. Shares of stock of the
Corporation shall be transferable on the books of the
Corporation by the holder of record thereof in person
or by his or her duly authorized attorney or legal
representative (a) 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 instruments of assignment
and transfer, with such proof of the authenticity of the
signature as the Corporation or its agents may
reasonably require, or (b) as otherwise prescribed by
the Board of Directors. The shares of stock of the
Corporation 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 Corporation. The Corp-
oration shall be entitled to treat the holder of record of
any share of stock as the absolute owner thereof for
all purposes, and accordingly shall not be bound to
recognize any legal, equitable or other claim or
interest in such share on the part of any other person,
whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by
law or the statutes of the State of Maryland.
Section 3. Stock Ledgers. The stock ledgers of the
Corporation, containing the names and addresses of
the stockholders and the number of shares held by
them respectively, shall be kept at the principal office
of the Corporation or, if the Corporation employs a
transfer agent, at the office of the transfer agent of the
Corporation.
Section 4. Transfer Agents and Registrars. The
Board of Directors may from time to time appoint or
remove transfer agents and registrars of transfers for
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 certif-
icates representing shares of capital stock thereafter
issued shall be countersigned by one of such transfer
agents or by one of such registrars 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 5. Fixing of Record Date. The Board of
Directors may fix in advance a date as a record date
for the determination of the stockholders entitled to
notice of or to vote at any stockholders' meeting or
any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or to
receive payment of any dividend or other distribution
or allotment of any rights, or to exercise any rights in
respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action,
provided that (1) such record date shall be within 90
days prior to the date on which the particular action
requiring such determination will be taken; (2) the
transfer books shall not be closed for a period longer
than 20 days; and (3) in the case of a meeting of
stockholders, the record date shall be at least ten days
before the date of the meeting.
Section 6. Lost, Stolen or Destroyed Certificates.
Before issuing a new certificate for stock of the
Corporation alleged to have been lost, stolen or
destroyed, the Board of Directors or any officer
authorized by the Board may, in its discretion, require
the owner of the lost, stolen or destroyed certificate
(or his or her legal representative) to give the
Corporation a bond or other indemnity, in such form
and in such amount as the Board or any such officer
may direct and with such surety or sureties as may be
satisfactory to the Board or any such officer,
sufficient to indemnify the Corporation against any
claim that may be made against it on account of the
alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
ARTICLE VII
FISCAL YEAR AND ACCOUNTANT
Section 1. Fiscal Year. The fiscal year of the
Corporation shall, unless otherwise ordered by the
Board of Directors, be twelve calendar months
ending on October 31, except as otherwise
established by the Board of Directors.
Section 2. Accountant.
A. 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 Accountant's certificates and
reports shall be addressed both to the Board of
Directors and to the stockholders. 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.
B. The members of the Board of
Directors who are not "interested persons" (as
defined in the 1940 Act) of the Corporation, acting by
majority vote, shall select the Accountant in
accordance with the requirements of the 1940 Act.
C. Any vacancy occurring between
annual meetings due to the resignation of the
Accountant may be filled by the vote of a majority of
the members of the Board of Directors who are not
interested persons.
ARTICLE VIII
CUSTODY OF SECURITIES
Section 1. Employment of a Custodian. As and to
the extent required by the 1940 Act and the
regulations thereunder, the Corporation shall place
and at all times maintain in the custody of a
Custodian (including any sub-custodian for the
Custodian) all funds, securities and similar
investments owned by the Corporation. The
Custodian (and any sub-custodian) shall be a bank or
trust company of good standing having an aggregate
capital, surplus, and undivided profits not less than
fifty million dollars ($50,000,000) that satisfies all
applicable standards, financial or otherwise, pursuant
to the 1940 Act or such other financial institution or
other entity as shall be permitted by rule or order of
the Securities and Exchange Commission. The
Custodian shall be appointed from time to time by the
Board of Directors, which shall fix its remuneration.
Section 2. Termination of Custodian Agreement.
Upon termination of the agreement for services with
the Custodian or inability of the Custodian to
continue to serve, the Board of Directors shall
promptly appoint a successor Custodian, but in the
event that no successor Custodian can be found who
has the required qualifications and is willing to serve,
the Board of Directors shall call as promptly as
possible a special meeting of the stockholders to
determine whether the Corporation shall function
without a Custodian or shall be liquidated. If so
directed by resolution of the Board of Directors or by
vote of the holders of a majority of the outstanding
shares of stock of the Corporation, the Custodian
shall deliver and pay over all property of the
Corporation held by it as specified in such vote.
Section 3. Other Arrangements. The Corporation
may make such other arrangements for the custody of
its assets (including deposit arrangements) as may be
required by any applicable law, rule or regulation.
ARTICLE IX
INDEMNIFICATION AND INSURANCE
Section 1. Indemnification of Officers, Directors,
Employees and Agents. The Corporation shall
indemnify its present and past directors, officers,
employees and agents, and any persons who are
serving or have served at the request of the
Corporation as a Director, officer, employee or agent
of another corporation, partnership, joint venture,
trust, or enterprise, to the full extent provided and
allowed by Section 2-418 of the Maryland General
Corporate Law or a successor provision thereto
concerning corporations, as amended from time to
time, or any other applicable provisions of law.
Notwithstanding anything herein to the contrary, no
Director, officer, investment adviser or principal
underwriter of the Corporation shall be indemnified
in violation of Sections 17(h) and (i) of the 1940 Act.
Expenses incurred by any such person in defending
any proceeding to which he or she is a party by
reason of service in the above-referenced capacities
shall be paid in advance or reimbursed by the
Corporation to the full extent permitted by law,
including Sections 17(h) and (i) of the 1940 Act and
other applicable law (including Maryland law and the
1940 Act). Corporation's Transfer Agent shall have
no rights to indemnification, advances or insurance
under this Article IX except as approved by the
Board.
Section 2. Insurance of Officers, Directors,
Employees and Agents. The Corporation may
purchase and maintain insurance on behalf of any
person who is or was a Director, officer, employee or
agent of the Corporation, or is or was serving at the
request of the Corporation as a Director, officer,
employee or agent of another corporation,
partnership, joint venture, trust or other enterprise,
against any liability asserted against that person and
incurred by that person in or arising out of his or her
position, whether or not the Corporation would have
the power to indemnify him or her against such
liability.
Section 3. Amendment. No amendment, alteration
or repeal of this Article or the adoption, alteration or
amendment of any other provision of the Articles of
Incorporation or Bylaws inconsistent with this Article
shall adversely affect any right or protection of any
person under this Article with respect to any act or
failure to act which occurred prior to such
amendment, alteration, repeal or adoption.
ARTICLE X
AMENDMENTS
Section 1. General. Except as provided in Section 2
of this Article X, all Bylaws of the Corporation,
whether adopted by the Board of Directors or the
stockholders, shall be subject to amendment,
alteration or repeal, and new Bylaws may be made by
the affirmative vote of a majority of either: (a) the
holders of record of the outstanding shares of stock of
the Corporation entitled to vote, at any annual or
special meeting, the notice or waiver of notice of
which shall have specified or summarized the
proposed amendment, alteration, repeal or new
Bylaw; or (b) the Directors, 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.
Section 2. By Stockholders Only. No amendment of
any section of these Bylaws shall be made except by
the stockholders of the Corporation if the Bylaws
provide that such section may not be amended,
altered or repealed except by the stockholders. From
and after the issue of any shares of the capital stock of
the Corporation, no amendment, alteration or repeal
of this Article X shall be made except by the
affirmative vote of the holders of either: (a) more than
two-thirds of the Corporation's outstanding shares
present at a meeting at which the holders of more
than 50% of the outstanding shares are present in
person or by proxy, or (b) more than 50% of the
Corporation's outstanding shares.
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