0001410368-17-000487.txt : 20170302
0001410368-17-000487.hdr.sgml : 20170302
20170302170950
ACCESSION NUMBER: 0001410368-17-000487
CONFORMED SUBMISSION TYPE: NSAR-B/A
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20161231
FILED AS OF DATE: 20170302
DATE AS OF CHANGE: 20170302
EFFECTIVENESS DATE: 20170302
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: ABERDEEN INDONESIA FUND, INC.
CENTRAL INDEX KEY: 0000859120
IRS NUMBER: 133558141
STATE OF INCORPORATION: MD
FISCAL YEAR END: 0117
FILING VALUES:
FORM TYPE: NSAR-B/A
SEC ACT: 1940 Act
SEC FILE NUMBER: 811-06024
FILM NUMBER: 17659963
BUSINESS ADDRESS:
STREET 1: ABERDEEN ASSET MANAGEMENT INC.
STREET 2: 1735 MARKET STREET
CITY: PHILADELPHIA
STATE: PA
ZIP: 19103
BUSINESS PHONE: 215-405-5700
MAIL ADDRESS:
STREET 1: C/O ABERDEEN ASSET MANAGEMENT INC.
STREET 2: 1735 MARKET STREET - 32ND FLOOR
CITY: PHILADELPHIA
STATE: PA
ZIP: 19103
FORMER COMPANY:
FORMER CONFORMED NAME: INDONESIA FUND INC
DATE OF NAME CHANGE: 19920703
NSAR-B/A
1
answer.fil
AMENDED NSAR
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PAGE 5
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PAGE 9
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SIGNATURE ANDREA MELIA
TITLE TREASURER
EX-99.77Q1 OTHR EXHB
2
IF_EX_77Q1.txt
BY-LAWS
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Pursuant to Article 7.1 of the Amended
and Restated By-Laws (the "By-Laws") of
Aberdeen Indonesia Fund, Inc. (formerly The
Indonesia Fund, Inc.) (the "Company"), Article
2.6 of the By-Laws is hereby amended and
restated in its entirety as follows:
Article 2.6. Quorum. The holders of a
majority of the stock issued and outstanding
and entitled to vote, present in person or
represented by proxy, shall be requisite and
shall constitute a quorum at all meetings of the
Stockholders for the transaction of business
except as otherwise provided by statute, by the
Articles of Incorporation or by these Bylaws. If
a quorum shall not be present or represented, (a)
the chairman of the meeting or (b) the
Stockholders entitled to vote thereat, present in
person or represented by proxy, shall have the
power to adjourn the meeting from time to time,
without notice other than announcement at the
meeting, to a date not more than 120 days after
the original record date, until a quorum shall
be present or represented. At such adjourned
meeting, at which a quorum shall be present or
represented, any business which might have
been transacted at the original meeting may be
transacted.
January 15, 2017
Amendment to the By-Laws
of
Aberdeen Indonesia Fund, Inc.
Pursuant to Article 7.1 of the Amended and
Restated By-laws (the "By-laws") of Aberdeen
Indonesia Fund, Inc. (formerly, The Indonesia
Fund, Inc.) (the "Company"), Article 2.2 of the By-
laws is hereby amended and restated in its entirety
as follows:
Article 2.2. Annual Meeting. The annual meeting
of the Stockholders of the Company shall be held at
such place as the Board of Directors shall select on
such date as may be fixed by the Board of Directors
each year, at which time the Stockholders shall elect
Directors, and transact such other business as may
properly come before the meeting. Any business of
the Company may be transacted at the annual
meeting without being specially designated in the
notice of meeting except as otherwise provided by
statute, by the Articles of Incorporation or by these
Bylaws.
Further, Article 2.7. of the By-laws is hereby
amended and restated in its entirety as follows:
Article 2.7. Vote of the Meeting. When a quorum
is present or represented at any meeting, the vote of
the holders of a majority of the votes cast shall
decide any question brought before such meeting,
except as provided in the following sentence with
respect to the election of directors and unless the
question is one upon which, by express provisions
of applicable statutes, of the Articles of
Incorporation or of these Bylaws, a different vote is
required, in which case such express provisions
shall govern and control the decision of such
question. With respect to the election of directors by
stockholders, each director shall be elected by the
vote of a majority of the votes cast with respect to
the director at any meeting for the election of
directors at which a quorum is present, provided
that if the number of nominees for director, as
determined by the Secretary of the Company,
exceeds the number of directors to be elected, the
directors shall be elected by the vote of a plurality
of the shares represented in person or by proxy at
any such meeting and entitled to vote on the
election of directors. For purposes of this Article, a
majority of the votes cast means that the number of
shares voted "for" a director must exceed the
number of votes cast "against" that director (with
any "abstentions" and "broker nonvotes" not
counted as a vote cast either "for" or "against" that
director's election).
Further, Article 3.6 of the By-laws is hereby
amended and restated in its entirety as follows:
Article 3.6. Resignation. A Director may resign at
any time by giving written notice of his or her
resignation to the Board of Directors or the
Chairman of the Board or Secretary of the
Company. Any resignation shall take effect at the
time specified in it or, should the time when it is to
become effective not be specified in it, upon the
Board's acceptance of such resignation. No
Director candidate shall be presented to
shareholders of the Company for election at any
meeting that is scheduled to occur after he or she
has reached the age of76. Each Director shall
automatically be deemed to retire from the Board at
the next annual shareholders' meeting following the
date he or she reaches the age of 76 years, even if
his or her tenure of office has not expired on that
date. Where no annual shareholders' meeting is
held, the retiring Director is deemed to retire at the
conclusion of the next regular quarterly Board
meeting following the date he or she reaches the age
of 76. Notwithstanding the above, in specific
circumstances, the Board may permit a director to
serve in office beyond the age of 76.
September 30, 2015
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Pursuant to Article 7.1 of the Amended
and Restated By-Laws (the "By-Laws") of
Aberdeen Indonesia Fund, Inc. (formerly The
Indonesia Fund, Inc.) (the "Company"), Article
3.6 of the By-Laws is hereby amended and
restated in its entirety as follows:
Resignation. A Director may resign at any time
by giving written notice of his or her resignation
to the Board of Directors or the Chairman of the
Board or Secretary of the Company. Any
resignation shall take effect at the time specified
in it or, should the time when it is to become
effective not be specified in it, immediately upon
its receipt. Acceptance of a resignation shall not
be necessary to make it effective unless the
resignation states otherwise. No Director
candidate shall be presented to shareholders of the
Company for election at any meeting that is
scheduled to occur after he or she has reached the
age of 76. Each Director shall automatically be
deemed to retire from the Board at the next annual
shareholders' meeting following the date he or
she reaches the age of 76 years, even if his or her
tenure of office has not expired on that date.
Where no annual shareholders' meeting is held,
the retiring Director is deemed to retire at the
conclusion of the next regular quarterly Board
meeting following the date he or she reaches the
age of 76.
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Pursuant to a resolution duly adopted by
the Board of Directors of Aberdeen
Indonesia Fund, Inc. (the "Company"),
effective December 7, 2010, the Article
2.2, of BY-LAW TWO of the Fund's By-
Laws were amended and restated in their
entirety as follows:
Annual Meeting. The annual meeting of the
Stockholders of the Company shall be held at
such place as the Board of Directors shall select
on such date as may be fixed by the Board of
Directors each year, at which time the
Stockholders shall elect Directors by a
plurality of votes cast, and transact such other
business as may properly come before the
meeting. Any business of the Company may
be transacted at the annual meeting without
being specially designated in the notice of
meeting except as otherwise provided by statute,
by the Articles of Incorporation or by these
Bylaws.
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Pursuant to Article VII of the
Amended By-Laws (the "By-Laws") of The
Indonesia Fund, Inc. (the "Fund"), Article
3.6, of the By-Laws is hereby amended and
restated in its entirety as follows:
Resignation. A Director may resign at any
time by giving written notice of his
resignation to the Board of Directors or the
Chairman of the Board or the Secretary of the
Company. Any resignation shall take effect at
the time specified in it or, should the time
when it is to become effective not be specified
in it, immediately upon its receipt.
Acceptance of a resignation shall not be
necessary to make it effective unless the
resignation states otherwise. No director
candidate shall be presented to shareholders
of the Fund for election at any meeting that
is scheduled to occur after a Director has
reached the age of
74 and each Director shall automatically be
deemed to retire from the Board at the next
annual meeting following the date a
Director reaches the age of 75 years, even
if his or her term of office has not expired.
AMENDMENT TO THE
AMENDED AND
RESTATED BYLAWS
OF
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Pursuant to a resolution duly
adopted by the Board of Directors of The
Indonesia Fund, Inc. (the "Company"),
effective on May 17, 2007, the title of
BYLAW- SIX and Articles 6.1, 6.2 and 6.3
of BYLAW-SIX of the Company's Bylaws
were amended and restated in their entirety
as set forth below.
"BYLAW-SIX: STOCK.
Article 6.1. Issuance of
Stock. Stockholders of the Company are
not entitled to certificates representing the
shares of stock held by them. Shares shall
be issued and stock ownership records shall
be maintained in book-entry form.
Whenever stock certificates are
surrendered to the Company, for transfer,
exchange or otherwise, the shares of stock
issuable or outstanding upon such
surrender shall be represented by book-
entry without certificates. When the
Company issues or transfers shares of
stock
without certificates, the Company shall
provide to record holders of such shares a
written statement of the information required
by the Maryland General Corporation Law.
Such information may include the name of
the Company, the name of the Stockholder,
the number and class of the shares, any
restrictions on transferability, and any other
information deemed necessary or appropriate
by the Company. The provisions of this
Article 6.1 and of Articles 6.2 and 6.3 hereof
authorizing issuance of shares by book-
entry without certificates shall apply to all
issuances of stock of the Company, except
to the extent that the use of certificates may
be continued as determined by the Board of
Directors.
Any outstanding stock
certificates shall be numbered and entered in
the books of the Company. They shall exhibit
the holder's name and the number of whole
shares and no certificate shall be valid unless
it has been signed by the President, a Vice
President or the Chairman of the Board of
Directors and the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant
Secretary and bears the corporate seal. Any
or all of the signatures or the seal on the
certificate may be a facsimile, engraved or
printed. In case any of the officers of the
Company whose manual or facsimile
signature appears on any stock certificate
delivered to a Transfer Agent of the Company
shall cease to be such Officer prior to the
issuance of such certificate, the Transfer
Agent may nevertheless countersign and
deliver such certificate as though the person
signing the same or whose facsimile signature
appears thereon had not ceased to be such
officer, unless written instructions of the
Company to the contrary are delivered to the
Transfer Agent.
Article 6.2. Lost, Stolen or
Destroyed Certificates. The Board of
Directors, or the President together with the
Treasurer or Secretary, may cause the
Company to recognize, by book-entry, the
ownership of shares of stock represented by
any outstanding certificate theretofore issued
by the Company, alleged to have been lost,
stolen or destroyed, upon the making of an
affidavit
of that fact by the person claiming
BA0/185334.01
the certificate of stock to be lost, stolen or
destroyed,
or by his legal representative.
When authorizing such book-entry, the Board
of Directors, or the President and Treasurer or
Secretary, may in its or their discretion and as
a condition precedent to the issuance thereof,
require the owner of such lost, stolen or
destroyed certificate, or his legal
representative, to advertise the same in such
manner as it or they shall require and/or give
the Company a bond in such sum and with
such surety or sureties as it or they may
direct as indemnity against any claim that
may be made against the Company with
respect to the certificate alleged to have
been lost, stolen or destroyed, and any claim
with respect to the Company's book-entry
recognition of ownership of the underlying
shares.
Article 6.3. Transfer of Stock.
Shares of stock of the Company shall be
transferable on the books of the Company by
the holder thereof in person or by his duly
authorized attorney or legal representative
upon surrender and cancellation of a
certificate or certificates for the same number
of shares of the same class, duly endorsed or
accompanied by proper evidence of
succession, assignment or authority to
transfer, with such proof of the authenticity of
the signature as the Company or its agents
may reasonably require. Shares of stock of
the Company issued without certificates in
book- entry form may be freely transferred,
and the Board of Directors may, from time to
time, adopt rules and regulations with
reference to the method of transfer of the
shares of stock of the Company."
2
BA0/185334.01
97946.8
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BYLAW-ONE: NAME OF COMPANY, LOCATION OF
OFFICES AND SEAL.
Article 1.1. Name. The name of the Company is
The Indonesia Fund, Inc.
Article 1.2. Principal Offices. The principal
office of the Company in the State of Maryland shall
be located in Baltimore, Maryland. The Company
may, in addition, establish and maintain such other
offices and places of business within or outside the
State of Maryland as the Board of Directors may
from time to time determine.
Article 1.3. Seal. The corporate seal of the
Company shall be circular in form and shall bear the
name of the Company, the year of its incorporation
and
the words "Corporate Seal, Maryland." The form of
the seal shall be subject to alteration by the Board of
Directors and the seal may be used by causing it or a
facsimile to be impressed or affixed or printed or
otherwise reproduced. Any Officer or Director of the
Company shall have authority to affix the corporate
seal
of the Company to any document requiring the same.
BYLAW-TWO: STOCKHOLDERS.
Article 2.1. Place of Meetings. All meetings
of
the Stockholders shall be held at such place within the
United States, whether within or outside the State of
Maryland, as the Board of Directors shall determine,
which shall be stated in the notice of the meeting or
in a
duly executed waiver of notice thereof.
97946.8
Article 2.2. Annual Meeting. The annual meeting
of the Stockholders of the Company in
2001 shall be held at such place as the Board of
Directors shall select on May 25, 2001. Commencing
in 2002, the annual meeting of the Stockholders of the
Company shall be held at such place as the Board of
Directors shall select on such date, during the 31-day
period ending four months after the end of the
Company's fiscal year, as may be fixed by the Board
of Directors each year, at which time the Stockholders
shall elect Directors by a plurality of votes cast,
and
transact such other business as may properly come
before the meeting. Any business of the Company
may be transacted at the annual meeting without
being
specially designated in the notice except as otherwise
provided by statute, by the Articles of Incorporation
or
by these Bylaws.
Article 2.3. Special Meetings. Special
meetings of the Stockholders for any purpose or
purposes, unless otherwise prescribed by statute or
by
the Articles of Incorporation, may be called by
resolution of the Board of Directors or by the
President, and shall be called by the Secretary at the
request of a majority of the Board of Directors or at
the request, in writing, of Stockholders holding at
least a majority of the votes entitled to be cast at
the
meeting upon payment by such Stockholders to the
Company of the reasonably estimated cost of
preparing and mailing a notice of the meeting (which
estimated cost shall be provided to such Stockholders
by the Secretary of the Company). A written request
shall state the purpose or purposes of the proposed
meeting and the matters proposed to be acted upon at
it. At any special meeting of the Stockholders, only
such business shall be conducted as shall be properly
brought before the meeting and has been indicated
in the notice of meeting given in accordance with
Article 2.4 of these Bylaws. The chairman of the
special meeting shall, if the facts warrant, determine
and declare to the meeting that business was not
properly brought before the meeting or is not a
proper subject for the meeting; any such business
shall not be considered or transacted.
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Article 2.4. Notice. Written notice of every
meeting of Stockholders, stating the purpose or
purposes for which the meeting is called, the time when
and the place where it is to be held, shall be served,
either personally or by mail, not less than ten nor more
than ninety days before the meeting, upon each
Stockholder as of the record date fixed for the meeting
who is entitled to notice of or to vote at such meeting.
If mailed (i) such notice shall be directed to a
Stockholder at his address as it shall appear on the
books
of the Company (unless he shall have filed with the
Transfer Agent of the Company a written request that
notices intended for him be mailed to some other
address, in which case it shall be mailed to the
address
designated in such request) and (ii) such notice shall
be
deemed to have been given as of the date when it is
deposited in the United States mail with
first-class
postage thereon prepaid.
Article 2.5. Notice of Stockholder Business at
Annual Meetings.
(a) At any annual meeting of the
Stockholders, only such business shall be conducted
as
shall have been properly brought before the meeting.
To be properly brought before an annual meeting, the
business must (i) be specified in the notice of meeting
(or any supplement thereto) given by or at the direction
of the Board of Directors, (ii) otherwise be properly
brought before the meeting by or at the direction of
the
Board of Directors, or (iii) otherwise (x) be properly
brought before the meeting by a Stockholder who is
entitled to vote at the meeting, who complies with the
notice procedures set forth in this Article 2.5 and who
is a Stockholder of record at the
time such notice is delivered to the Secretary of the
Company, and (y) constitute a proper subject to be
brought before the meeting.
(b) For business to be
properly brought before an
annual meeting by a
Stockholder, the Stockholder must have given timely
notice thereof in writing to the Secretary of
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the Company. To be timely, such notice must be
delivered to or mailed and received at the principal
executive offices of the Company not later than 45
days before the date in the then current year
corresponding to the date on which the Company first
mailed its notice and proxy materials for the annual
meeting held in the prior year; provided, however, that
in the event that the date of the annual meeting is
advanced or delayed by more than 30 days from the
first anniversary of the preceding year's annual
meeting, notice by such Stockholder to be timely must
be so received not later than the close of business on
the 1Oth day following the day on which notice or
public announcement of the date of such meeting was
given or made. In no event shall the public
announcement of an adjournment of an annual
meeting commence a new time period for the giving
of a Stockholder's notice as described above.
(c) Any such notice by a Stockholder shall set
forth as to each matter the Stockholder proposes to
bring before the annual meeting (i) a brief description
of the business desired to be brought before the
annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and
address, as they appear on the Company's books, of
the Stockholder proposing such business, (iii) the class
and number of shares of the capital stock of the
Company which are beneficially owned by the
Stockholder, (iv) a representation that the Stockholder
is a holder of record of shares of the Company
entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to
present such business, (v) whether the Stockholder
intends or is part of a group which intends to solicit
proxies from other Stockholders in support
of such business, and (vi) any material interest of the
Stockholder in such business.
(d) Notwithstanding anything in these
Bylaws to the contrary, no business shall be
conducted at any annual meeting except in
accordance with the procedures set forth in this
Article
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2.5. The chairman of the annual meeting shall, if
the facts warrant, determine and declare to the
meeting that (i) the business proposed to be brought
before the meeting is not a proper subject
thereof and/or (ii) such business was not properly
brought before the meeting in accordance with the
provisions of this Article 2.5, and if he should so
determine, he shall so declare to the meeting that any
such business shall not be considered or transacted.
(e) For purpose of Articles 2.5 and 3.3 of
these Bylaws, "public announcement" shall mean
disclosure in a press release reported by the Dow
Jones News Service, Bloomberg or comparable news
service or in a document publicly filed by the
Company with the Securities and Exchange
Commission pursuant to the Securities Exchange Act
of 1934 or the Investment Company Act of 1940, as
amended.
Article 2.6. Quorum. The holders of a majority
of the stock issued and outstanding and entitled to vote,
present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings
of the Stockholders for the transaction of business
except as otherwise provided by statute, by the Articles
of Incorporation or by these Bylaws. If a quorum shall
not be present or represented, the Stockholders entitled
to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting
from time to time, without notice other than
announcement at the meeting, to a date not more than
120 days after the original record date, until a quorum
shall be present or represented. At such adjourned
meeting, at which a quorum shall be present or
represented, any business which might have been
transacted at the original meeting may be transacted.
Article 2.7. Vote of the Meeting. When a
quorum is present or represented at any meeting, the
vote of the holders of a majority of the votes cast shall
decide any question brought before such
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97946.8
meeting (except with respect to election of directors
which shall be by a plurality of votes cast), unless
the question is one upon which, by express provisions
of applicable statutes, of the Articles of Incorporation
or of these Bylaws, a different vote is required, in
which case such express provisions shall govern and
control the decision of such question.
Article 2.8. Voting Rights of Stockholders.
Each Stockholder of record having the right to vote
shall be entitled at every meeting of the Stockholders
of the Company to one vote for each share of stock
having voting power standing in the name of such
Stockholder on the books of the Company on the
record date fixed in accordance with Article 6.5 of
these Bylaws, with pro rata voting rights for any
fractional shares, and such votes may be cast either in
person or by written proxy.
Article 2.9. Organization. At every meeting of
the Stockholders, the Chairman of the Board, or in his
absence or inability to act, the President or a Vice
President of the Company, shall act as chairman of the
meeting. The Secretary, or in his absence or inability to
act, a person appointed by the chairman of the
meeting, shall act as secretary of the meeting and keep
the minutes of the meeting.
The Board of Directors of the
Company shall be entitled to make
such rules or
regulations for the conduct of meetings of
Stockholders as it shall deem necessary or
appropriate. Subject to such rules and regulations of
the Board of Directors, if any, the chairman of the
meeting shall have the right and authority to prescribe
such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are
necessary or appropriate for the proper conduct of the
meeting, including, without limitation, establishing an
order of business for
the meeting, rules and procedures for maintaining order
at the meeting and the safety of those
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97946.8
present, limitations on participation in such meeting
to Stockholders of record of the Company and their
duly authorized and constituted proxies, and such
other persons as the chairman shall permit,
limitations on the time allotted to questions or
comments by participants and regulation of the
opening and closing of the polls for balloting and
matters which are to be voted on by ballot.
Article 2.10. Proxies. Any Stockholder entitled
to vote at any meeting of Stockholders may vote either
in person or by written proxy signed by the Stockholder
or his authorized agent. A Stockholder entitled to vote
at any meeting of Stockholders may also authorize
another person or persons to act as proxy for him via
telephone, the Internet or any other means authorized
by Maryland law. Unless a proxy provides otherwise,
it is not valid more than eleven months after its date. A
copy, facsimile transmission or other reproduction of a
writing or transmission may be substituted for the
original writing or transmission for any purpose for
which the original writing or transmission could be
used. Every proxy shall be dated, but need not be
sealed, witnessed or acknowledged. Every proxy shall
be revocable at the pleasure of the person executing it
or of his personal representatives or assigns. All
proxies shall be delivered to the Secretary of the
Corporation, or to the person acting as Secretary of the
Meeting being voted. A proxy with respect to stock
held in the name of two or more persons shall be valid
if executed by one of them unless, at or prior to the
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
valid unless challenged at or prior to its exercise.
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97946.8
Article 2.11. Stock Ledger and List of
Stockholders. It shall be the duty of the Secretary or
Assistant Secretary of the Company to cause an
original or duplicate stock ledger to be maintained at
the office of the Company's Transfer Agent.
Article 2.12. Action without Meeting. Any
action to be taken by Stockholders may be taken
without a meeting if (1) all Stockholders entitled to
vote on the matter consent to the action in writing, (2)
all Stockholders entitled to notice of the meeting but
not entitled to vote at it sign a written waiver of any
right to dissent and (3) said consents and waivers are
filed with the records of the meetings of Stockholders.
Such consent shall be treated for all purposes as a vote
at a meeting.
BYLAW-THREE: BOARD OF DIRECTORS.
Article 3.1. General Powers. Except as
otherwise provided in the Articles of Incorporation, the
business and affairs of the Company shall be managed
under the direction of the Board of Directors. All
powers of the Company may be exercised by or under
authority of the Board of Directors except as conferred
on or reserved to the Stockholders by law, by the
Articles of Incorporation or by these Bylaws.
Article 3.2. Board of Three to Nine Directors.
The Board of Directors shall consist of not less than
three (3) nor more than nine (9) Directors; provided
that if there are less than three stockholders, the
number of Directors may be less than three but not
less than the number of stockholders or one, if less.
Directors need not be Stockholders. The majority of
the entire Board
of Directors shall have power from time to time to
increase or decrease the number of Directors. If the
number of Directors is increased, the additional
Directors may be elected by a majority of the Directors
in office at the time of the increase. If such additional
Directors are not so elected by the
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Directors in office at the time they increase the
number of places on the Board, or if the additional
Directors are elected by the existing Directors prior to
the first meeting of the Stockholders of the Company,
then in either of such events the additional Directors
shall be elected or reelected by the Stockholders at
their next annual meeting or at an earlier special
meeting called for that purpose.
Beginning with the first annual meeting of
Stockholders held after the initial public offering of
the shares of the Company (the "initial annual
meeting"), the Board of Directors shall be divided into
three classes: Class I, Class II and Class III. The
terms of office of the classes of Directors elected at
the initial annual meeting shall expire at the times of
the annual meetings of the Stockholders as follows:
Class I on the next annual meeting, Class II on the
second next annual meeting and Class III on the third
next annual meeting, or thereafter in each case when
their respective successors are elected and qualified.
At each subsequent annual election, the Directors
chosen to succeed those whose terms are expiring shall
be identified as being of the same class as the
Directors whom they succeed, and shall be elected for
a term expiring at the time of the third succeeding
annual meeting of Stockholders, or thereafter in each
case when their respective successors are elected and
qualified. The number of directorships shall be
apportioned among the classes so as to maintain the
classes as nearly equal in number as possible.
Article 3.3. Director Nominations.
(a) Only persons who are nominated in
accordance with the procedures set forth in this Article
3.3 shall be eligible for election or re-election as
Directors. Nominations of persons for election or re-
election to the Board of Directors of the Company may
be made at an annual meeting of Stockholders or at a
special meeting of Stockholders as to which the
Company's notice of the meeting provides for
election of directors, by or at the direction of the
Board of Directors or by
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any Stockholder of the Company who is entitled
to vote for the election of such nominee at the
meeting, who complies with the notice procedures
set forth in this Article 3.3 and who is a
Stockholder of record at the time such notice is
delivered to the Secretary of the Company.
(b) Such nominations, other than those made
by or at the direction of the Board of Directors, shall
be made pursuant to timely notice delivered in
writing to the Secretary of the Company. To be
timely, (i) any notice of nomination(s) by a
Stockholder given in connection with an annual
meeting must be delivered to or mailed and
received at the principal executive offices of the
Company not later than 45 days before the date in
the then current year corresponding to the date on
which the Company first mailed its notice and
proxy materials for
the annual meeting held in the prior year; provided,
however, that in the event that the date of the annual
meeting is advanced or delayed by more than 30 days
from the first anniversary of the preceding year's
annual meeting, notice by such Stockholder to be
timely must be so received not later than the close of
business on the 1Oth day following the day on which
notice or public announcement of the date of such
meeting was given or made, and (ii) any notice of
nomination(s) given in connection with a special
meeting as to which the Company's notice of
the meeting provides for election of directors must
be delivered to or mailed and received at the
principal executive offices of the Company not later
than 60 days prior to the date of the
meeting; provided, however, that if less than 70 days'
notice or prior public disclosure of the date of such
special meeting is given or made to Stockholders, any
such notice by a Stockholder to be timely must be so
received not later than the close of business on the
1Oth day following the day on which notice of the
date of such special meeting was given or such public
disclosure was made. In no event shall the public
announcement of an adjournment of a meeting
commence a new time period for the giving of a
Stockholder's notice of nomination(s) as described
above.
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(c) Any such notice by a Stockholder shall set
forth (i) as to each person whom the Stockholder
proposes to nominate for election or re-election as a
Director, (A) the name, age, business address and
residence address of such person, (B) the principal
occupation or employment of such person, (C) the
class and number of shares of the capital stock of the
Company which are beneficially owned by such
person and (D) any other information relating to such
person that is required to be disclosed in solicitations
of proxies for the election of Directors pursuant to
Regulation 14A under the Securities Exchange Act of
1934 or any successor regulation thereto
(including without limitation such person's written
consent to being named in the proxy statement as a
nominee and to serving as a Director if elected and
whether any person intends to seek reimbursement
from the Company of the expenses of any solicitation
of proxies should such person be elected a Director of
the Company); and (ii) as to the Stockholder giving the
notice (A) the name and address, as they appear on the
Company's books, of such Stockholder, (B) the class
and number of shares of the capital stock of the
Company which are beneficially owned by such
Stockholder, (C) a representation that the Stockholder
is a holder of record of shares of the Company
entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to present
such nomination(s) and (D) whether the Stockholder
intends or is part of a group which intends to solicit
proxies from other Stockholders in support of such
nomination(s). At the request of the Board of
Directors any person nominated by the Board of
Directors for election as a Director shall
furnish to the Secretary of the Company that
information required to be set forth in a Stockholder's
notice of nomination which pertains to the nominee.
(d) If a notice by a Stockholder is required
to be given pursuant to this Article 3.3, no person
shall be entitled to receive reimbursement from the
Company of the expenses of a solicitation of
proxies for the election as a Director of a person
named in such notice unless such
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notice states that such reimbursement will be sought
from the Company and the Board of Directors
approves such reimbursement. The chairman of the
meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made
in accordance with the procedures prescribed by the
Bylaws, and if he should so determine, he shall so
declare to the meeting and the defective nomination
shall be disregarded for all purposes.
Article 3.4. Vacancies. Subject to the
provisions of the Investment Company Act of 1940,
as amended, if the office of any Director or Directors
becomes vacant for any reason (other than an increase
in the number of Directors as provided for in Article
3.2), the Directors in office, although less than a
quorum, shall continue to act and may choose a
successor or successors, who shall hold office until the
next annual meeting of Stockholders and until his
successor is elected and qualifies, or any vacancy may
be filled by the Stockholders at any meeting thereof.
Article 3.5. Removal. At any meeting of
Stockholders duly called and at which a quorum is
present, the Stockholders may, by the affirmative vote
of the holders of at least three-fourths of the votes
entitled to be cast thereon, remove any Director or
Directors from office, with or without
cause, and may elect a successor or successors to fill
any resulting vacancies for the unexpired term of the
removed Director.
Article 3.6. Resignation. A Director may
resign at any time by giving written notice of his
resignation to the Board of Directors or the Chairman
of the Board or the Secretary of the Company. Any
resignation shall take effect at the time specified in it
or, should the time when it is to become effective not
be specified in it, immediately upon its receipt.
Acceptance of a resignation shall not
be necessary to make it effective unless the resignation
states otherwise.
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Article 3.7. Place of Meetings. The
Directors may hold their meetings at the
principal
office of the Company or at such other places, either
within or outside the State of Maryland, as they may
from time to time determine.
Article 3.8. Regular Meetings. Regular
meetings of the Board may be held at such date and
time as shall from time to time be determined by the
Board.
Article 3.9. Special Meetings. Special
meetings of the Board may be called by order of the
Chairman of the Board on one day's notice given to
each Director either in person or by mail, telephone,
telegram, cable or wireless to each Director at his
residence or regular place of business. Special meetings
will be called by the Chairman of the Board or the
Secretary in a like manner on the written request of a
majority of the Directors.
Article 3.10. Quorum. At all meetings of the
Board, the presence of one-third of the entire Board
of Directors (but not less than two Directors unless
the Board of Directors shall consist of only one
Director in which event that one Director shall
constitute a quorum) shall be necessary to constitute
a quorum and sufficient for the transaction of
business, and any act of a majority present at a
meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be
specifically provided by statute, by the Articles of
Incorporation or by these Bylaws. If a quorum shall
not be present at any meeting of Directors, the
Directors present thereat may adjourn the meeting
from time to time, without notice other than
announcement at the meeting, until a quorum shall
be present.
Article 3.11. Organization. The Board of
Directors shall designate one of its members to serve
as Chairman of the Board. The Chairman of the
Board shall preside at each meeting of the
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97946.8
Board. In the absence or inability of the Chairman of
the Board to act, another Director chosen by a majority
of the Directors present shall act as chairman of the
meeting and preside at the meeting. The Secretary (or,
in his absence or inability to act, any person appointed
by the chairman) shall act as secretary of the meeting
and keep the minutes of the meeting.
Article 3.12. Informal Action by Directors and
Committees. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any
committee thereof may, except as otherwise required by
statute, be taken without a meeting if a written consent
to such action is signed by all members of the Board,
or of such committee, as the case may be, and filed
with the minutes of the proceedings of the Board or
committee. Subject to the Investment Company
Act of 1940, as amended, members of the Board of
Directors or a committee thereof may participate in a
meeting by means of a conference telephone or similar
communications equipment if all
persons participating in the meeting can hear each other
at the same time.
Article 3.13. Executive Committee. There may
be an Executive Committee of two or more Directors
appointed by the Board who may meet at stated times
or on notice to all by any of their own number. The
Executive Committee shall consult with and advise the
Officers of the Company in the management of its
business and exercise such powers of the Board of
Directors as may be lawfully delegated by the Board of
Directors. Vacancies shall be filled by the Board of
Directors at any regular or special meeting. The
Executive Committee shall keep regular minutes of its
proceedings and report the same to the Board when
required.
Article 3.14. Audit Committee. There shall
be an Audit Committee of two or more Directors who
are not "interested persons" of the Company (as
defined in the Investment Company Act of 1940, as
amended) appointed by the Board who may meet at
stated times or on notice to all
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97946.8
by any of their own number. The Committee's duties
shall include reviewing both the audit and other work
of the Company's independent accountants,
recommending to the Board of Directors the
independent accountants to be retained, and reviewing
generally the maintenance and safekeeping
of the Company's records and documents.
Article 3.15. Other Committees. The Board
of Directors may appoint other committees
composed of one or more members which shall in
each case consist of such number of members and
shall have and may exercise, to the extent permitted
by law, such powers as the Board may
determine in the resolution appointing them. A majority of
all members of any such committee may
determine its action, and fix the time and place of its
meetings, unless the Board of Directors shall
otherwise provide. The Board of Directors shall have
power at any time to change the members and, to the
extent permitted by law, to change the powers of any
such committee, to fill vacancies and to discharge
any such committee.
Article 3. I 6. Compensation of Directors.
The Board may, by resolution, determine what
compensation and reimbursement of expenses of
attendance at meetings, if any, shall be paid to
Directors in connection with their service on the
Board. Nothing herein contained shall be construed
to preclude any Director from serving the Company
in any other capacity or from receiving
compensation therefor.
BYLAW-FOUR: OFFICERS.
Article 4.1. Officers. The Officers of the
Company shall be fixed by the Board of Directors and
shall include a President, Vice President, Secretary and
Treasurer. Any two offices may be held by the same
person except the offices of President and Vice
President. A person who holds more
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97946.8
than one office in the Company may not act in more
than one capacity to execute, acknowledge or verify
an instrument required by law to be executed,
acknowledged or verified by more than one officer.
Article 4.2. Appointment of Officers. The
Directors shall appoint the Officers, who need not
be members of the Board.
Article 4.3. Additional Officers. The Board
may appoint such other Officers and agents as it shall
deem necessary who shall exercise such powers and
perform such duties as shall be determined from time
to time by the Board.
Article 4.4. Salaries of Officers. The salaries
of all Officers of the Company shall be fixed by the
Board of Directors.
Article 4.5. Term, Removal, Vacancies. The
Officers of the Company shall serve at the pleasure of
the Board of Directors and hold office for one year
and until their successors are chosen and qualify in
their stead. Any Officer elected or appointed by the
Board of Directors may be removed at any time by the
affirmative vote of a majority of the Directors. If the
office of any Officer becomes vacant for any reason,
the vacancy shall be filled by the Board of Directors.
Article 4.6. President. The President shall
be the chief executive officer of the Company, shall,
subject to the supervision of the Board of Directors,
have general responsibility for the management of
the business of the Company and shall see that all
orders and resolutions of the Board are carried into
effect.
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Article 4.7. Vice President. Any Vice
President shall, in the absence or disability of the
President, perform the duties and exercise the powers
of the President and shall perform such other duties as
the Board of Directors shall prescribe.
Article 4.8. Treasurer. The Treasurer shall
have the custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the
Company and shall deposit all moneys and other
valuable effects in the name and to the credit of the
Company in such depositories as may be designated
by the Board of Directors. He shall disburse the funds
of the Company as may be ordered by the Board,
taking proper
vouchers for such disbursements, and shall render to
the Chairman of the Board and Directors at the regular
meetings of the Board, or whenever they may require
it, an account of the financial
condition of the Company.
Any Assistant Treasurer may perform such
duties of the Treasurer as the Treasurer or the Board
of Directors may assign, and, in the absence of the
Treasurer, may perform all the duties of the
Treasurer.
Article 4.9. Secretary. The Secretary shall attend
meetings of the Board and meetings of
the Stockholders and record all votes and the minutes of
all proceedings in a book to be kept for that purpose,
and shall perform like duties for the Executive
Committee of the Board when required. He shall give
or cause to be given notice of all meetings of
Stockholders and special meetings of the Board of
Directors and shall perform such other duties as may be
prescribed by the Board of Directors. He shall keep in
safe custody the seal of the Company and affix it to any
instrument
when authorized by the Board of Directors.
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Any Assistant Secretary may perform such
duties of the Secretary as the Secretary or the Board
of Directors may assign, and, in the absence of the
Secretary, may perform all the duties of the
Secretary.
Article 4.10. Subordinate Officers. The Board
of Directors from time to time may appoint such other
officers or agents as it may deem advisable, each of
whom shall serve at the pleasure of the Board of
Directors and have such title, hold office for such
period, have such authority and perform such duties as
the Board of Directors may determine. The Board of
Directors from time to time may delegate to one or
more officers or agents the power to appoint any such
subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and
duties.
Article 4.11. Surety Bonds. The Board of
Directors may require any officer or agent of the
Company to execute a bond (including, without
limitation, any bond required by the Investment
Company Act ofl940, as amended, and the rules and
regulations of the Securities and Exchange
Commission) to the Company in such sum and with
such surety or sureties as the Board of Directors may
determine, conditioned upon the faithful performance
of his duties to the Company, including responsibility
for negligence and for the accounting of any of the
Company's property, funds or securities that may
come into his hands.
BYLA W-FIVE: GENERAL PROVISIONS.
Article 5.1. Waiver of Notice. Whenever the
Stockholders or the Board of Directors are authorized
by statute, the provisions of the Articles of
Incorporation or these Bylaws to take any action at any
meeting after notice, such notice may be waived, in
writing, before or after the holding of the meeting, by
the person or persons entitled to such notice, or, in the
case of a Stockholder, by
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97946.8
his duly authorized attorney-in-fact. Such notice is also
waived if the person entitled to the notice is present at
the meeting in person, or, in the case of a stockholder,
by proxy.
Article 5.2. Indemnity.
(a) The Company shall indemnify its directors
to the fullest extent that indemnification of directors is
permitted by the Maryland General Corporation Law.
The Company shall indemnify its officers to the same
extent as its directors and to such further extent as is
consistent with law. The Company shall indemnify its
directors and officers who while serving as directors or
officers also serve at the request of the Company as a
director, officer, partner, trustee, employee, agent or
fiduciary of another corporation, partnership, joint
venture, trust, other enterprise or employee
benefit plan to the fullest extent consistent with law.
The indemnification and other rights provided by this
Article shall continue as to a person who has ceased to
be a director or officer and shall inure to the benefit of
the heirs, executors and administrators of such a person.
This Article shall not protect any such person against
any liability to the Company or any Stockholder thereof
to which such person would otherwise be subject by
reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties
involved in the conduct of his office ("disabling
conduct").
(b) Any current or former director or officer of
the Company seeking indemnification within the scope
of this Article shall be entitled to advances from the
Company for payment of the reasonable expenses
incurred by him in connection with the matter as to
which he is seeking indemnification in the manner and
to the fullest extent permissible under the Maryland
General Corporation Law. The person seeking
indemnification shall provide to the Comp
EX-99.77B ACCT LTTR
3
IF_EX77B.txt
AUDIT LETTER
Report of Independent Registered Public
Accounting Firm
To the Stockholders and Board of Directors of
Aberdeen Indonesia Fund, Inc.
In planning and performing our audit of the
financial statements of Aberdeen Indonesia Fund,
Inc. ("the Fund") as of and for the year ended
December 31, 2016, 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-SAR, but not for
the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over
financial reporting. Accordingly, we do not
express an opinion on the effectiveness of the
Fund's internal control over financial reporting.
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 Fund'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 generally
accepted accounting principles. A fund'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 Fund; (2) provide
reasonable assurance that transactions are
recorded as necessary to permit preparation of
financial statements in accordance with generally
accepted accounting principles, and that receipts
and expenditures of the Fund are being made only
in accordance with authorizations of management
and directors of the Fund; and (3) provide
reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use
or disposition of a fund'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 Fund'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 over financial reporting 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 material weaknesses as
defined above as of December 31, 2016.
This report is intended solely for the information
and use of management and the Board of
Directors of Aberdeen Indonesia 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/ PricewaterhouseCoopers LLP
February 27, 2017
2 of 1
3 of 3
PricewaterhouseCoopers LLP, Two Commerce Square,
Suite 1800, 2001 Market Street, Philadelphia, PA
19103-7042
T: (267) 330-3000, F: (267) 330-3300,
www.pwc.com/us