0001410368-16-002903.txt : 20160826
0001410368-16-002903.hdr.sgml : 20160826
20160826135839
ACCESSION NUMBER: 0001410368-16-002903
CONFORMED SUBMISSION TYPE: NSAR-A
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20160630
FILED AS OF DATE: 20160826
DATE AS OF CHANGE: 20160826
EFFECTIVENESS DATE: 20160826
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: MORGAN STANLEY ASIA-PACIFIC FUND, INC.
CENTRAL INDEX KEY: 0000919808
IRS NUMBER: 000000000
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: NSAR-A
SEC ACT: 1940 Act
SEC FILE NUMBER: 811-08388
FILM NUMBER: 161854190
BUSINESS ADDRESS:
STREET 1: MORGAN STANLEY ASIA-PACIFIC FUND, INC.
STREET 2: 522 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 6175578742
MAIL ADDRESS:
STREET 1: MORGAN STANLEY ASIA-PACIFIC FUND, INC.
STREET 2: 522 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10036
FORMER COMPANY:
FORMER CONFORMED NAME: MORGAN STANLEY ASIA PACIFIC FUND INC
DATE OF NAME CHANGE: 20070518
FORMER COMPANY:
FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER ASIA PACIFIC FUND INC
DATE OF NAME CHANGE: 20000504
FORMER COMPANY:
FORMER CONFORMED NAME: MORGAN STANLEY ASIA PACIFIC FUND INC
DATE OF NAME CHANGE: 19940505
NSAR-A
1
answer.fil
ASIA PACIFIC FUND ANSWER FILE
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SIGNATURE MARTA CASTILLO-VAVAL
TITLE DIRECTOR
EX-99.77Q1 OTHR EXHB
2
77Q1.AsiaPacificBylaws.txt
ASIA PACIFIC FUND BYLAWS
MORGAN STANLEY ASIA-PACIFIC
FUND, INC.
A Maryland Corporation
AMENDED AND RESTATED BY-
LAWS
December 2015
TABLE OF CONTENTS
Page
ARTICLE I STOCKHOLDERS 1
Section 1.1. Place of Meeting 1
Section 1.2. Annual Meetings 1
Section 1.3. Special Meetings 1
Section 1.4. Notice of Meetings of Stockholders 2
Section 1.5. Record Dates 2
Section 1.6. Quorum; Adjournment of Meetings 3
Section 1.7. Voting and Inspectors 4
Section 1.8. Conduct of Stockholders' Meetings 4
Section 1.9. Concerning Validity of Proxies,
Ballots, etc 4
Section 1.10. Action Without Meeting 5
Section 1.11. Advance Notice of Stockholder
Nominees for Director and
Other Stockholder Proposals 5
ARTICLE II BOARD OF DIRECTORS 9
Section 2.1. Function of Directors 9
Section 2.2. Number of Directors 9
Section 2.3. Classes of Directors; Term of
Directors 9
Section 2.4. Vacancies 10
Section 2.5. Increase or Decrease in Number of
Directors 10
Section 2.6. Place of Meeting 10
Section 2.7. Regular Meetings 10
Section 2.8. Special Meetings 10
Section 2.9. Notices 11
Section 2.10. Quorum 11
Section 2.11. Executive Committee 11
Section 2.12. Other Committees 12
Section 2.13. Telephone Meetings 12
Section 2.14. Action Without a Meeting 12
Section 2.15. Compensation of Directors 12
Section 2.16. Selection and Nomination of Non-
Interested Directors 13
Table of Contents
(continued)
Page
ARTICLE III OFFICERS 13
Section 3.1. Executive Officers 13
Section 3.2. Term of Office 13
Section 3.3. Powers and Duties 14
Section 3.4. Surety Bonds 14
ARTICLE IV CAPITAL STOCK 14
Section 4.1. Certificates for Shares 14
Section 4.2. Transfer of Shares 14
Section 4.3. Stock Ledgers 15
Section 4.4. Transfer Agents and Registrars 15
Section 4.5. Lost, Stolen or Destroyed
Certificates 15
ARTICLE V CORPORATE SEAL; LOCATION OF
OFFICES; BOOKS; NET
ASSET VALUE 15
Section 5.1. Corporate Seal 15
Section 5.2. Location of Offices 16
Section 5.3. Books and Records 16
Section 5.4. Annual Statement of Affairs 16
Section 5.5. Net Asset Value 16
ARTICLE VI FISCAL YEAR AND ACCOUNTANT 16
Section 6.1. Fiscal Year 16
Section 6.2. Accountant 16
ARTICLE VII INDEMNIFICATION AND INSURANCE 17
Section 7.1. General 17
Section 7.2. Indemnification of Directors and
Officers 17
Section 7.3. Insurance 18
ARTICLE VIII CUSTODIAN 18
ARTICLE IX AMENDMENT OF BY-LAWS 19
MORGAN STANLEY ASIA-PACIFIC FUND, INC.
By-Laws
ARTICLE I
Stockholders
Section 1.1. Place of Meeting. All meetings of
the stockholders should be held at the principal office of the
Corporation in the State of Maryland or at such other place
within the United States as may from time to time be designated
by the Board of Directors and stated in the notice of such
meeting.
Section 1.2. Annual Meetings. The annual
meeting of the stockholders of the Corporation shall be held on
such day of each calendar year as may from time to time be
designated by the Board of Directors and stated in the notice of
such meeting, for the purpose of electing directors for the
ensuing year and for the transaction of such other business as
may properly be brought before the meeting.
Section 1.3. Special Meetings. Special
meetings of the stockholders for any purpose or purposes may
be called by the Chairman of the Board, the President, or a
majority of the Board of Directors. Special meetings of
stockholders shall also be called by the Secretary upon receipt
of the request in writing signed by stockholders holding not
less than 25% of the votes entitled to be cast thereat. Such
request shall state the purpose or purposes of the proposed
meeting and the matters proposed to be acted on at such
proposed meeting. The Secretary shall inform such
stockholders of the reasonably estimated costs of preparing
and mailing such notice of meeting and upon payment to the
Corporation of such costs, the Secretary shall give notice as
required in this Article to all stockholders entitled to notice of
such meeting. No special meeting of stockholders need be
called upon the request of the holders of common stock
entitled to cast less than a majority of all votes entitled to be
cast at such meeting to consider any matter which
is substantially the same as a matter voted upon at any special
meeting of stockholders held during the preceding twelve
months.
Section 1.4. Notice of Meetings of
Stockholders. Not less than ten days' and not more than
ninety days' written or printed notice of every meeting of
stockholders, stating the time and place thereof (and the
purpose of any special meeting), shall be given to each
stockholder entitled to vote thereat and to each other
stockholder entitled to notice of the meeting by leaving the
same with such stockholder or at such stockholder's
residence or usual place of business or by mailing it, postage
prepaid, and addressed to such stockholder at such
stockholder's address as it appears upon the books of the
Corporation. If mailed, notice shall be deemed to be given
when deposited in the mail addressed to the stockholder as
aforesaid.
No notice of the time, place or purpose of any
meeting of stockholders need be given to any stockholder who
attends in person or by proxy or to any stockholder who, in
writing executed and filed with the records of the meeting,
either before or after the holding thereof, waives such notice.
Section 1.5. Record Dates. The Board of
Directors may fix, in advance, a record date for the
determination of stockholders entitled to notice of or to vote at
any stockholders meeting or to receive a dividend or be allotted
rights or for the purpose of any other proper determination with
respect to stockholders and only stockholders of record on such
date shall be entitled to notice of and to vote at such meeting or
to receive such dividends or rights or otherwise, as the case may
be; provided, however, that such record date shall not be prior to
ninety days preceding the date of any such meeting of
stockholders, dividend payment date, date for the allotment of
rights or other such action requiring the determination of a
record date; and further provided that such record date shall not
be prior to the close of business on the day the record date is
fixed, that the transfer books shall not be closed for a period
longer than 20 days, and that in the case of a meeting of
stockholders, the record date or the closing of the transfer books
shall not be less than ten days prior to the date fixed for such
meeting.
Section 1.6. Quorum; Adjournment of
Meetings. The presence in person or by proxy of stockholders
entitled to cast a majority of the votes entitled to be cast
thereat shall constitute a quorum at all meetings of the
stockholders, except as otherwise provided in the Articles of
Incorporation. If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the
chairman of the meeting, an officer of the Corporation or the
holders of a majority of the stock present in person or by
proxy shall have the power to adjourn the meeting from time
to time, without notice other than announcement at the
meeting, until the requisite amount of stock entitled to vote at
such meeting shall be present, to a date not more than 120
days after the original record date. At such adjourned meeting
at which the requisite amount of stock entitled to vote thereat
shall be represented, any business may be transacted which
might have been transacted at the meeting as originally
notified. The chairman of the meeting, an officer of the
Corporation or the holders of a majority of the stock present
in person or by proxy at any meeting also shall have the
power to adjourn the meeting from time to time if the vote
required to approve or reject any proposal described in the
original notice of such meeting is not obtained, without notice
other than announcement at the meeting, until the requisite
amount of stock entitled to vote at such meeting shall be
present, to a date not more than 120 days after the original
record date (with proxies being voted for or against
adjournment consistent with the votes for and against the
proposal for which the required vote has not been obtained).
Any meeting of stockholders, annual or special,
may adjourn from time to time to reconvene at the same or some
other place, and notice need not be given of any such adjourned
meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned
meeting the Corporation may transact any business which might
have been transacted at the original meeting.
Section 1.7. Voting and Inspectors. At all
meetings, stockholders of record entitled to vote thereat shall
have one vote for each share of common stock standing in his
name on the books of the Corporation (and such stockholders of
record holding fractional shares, if any, shall have proportionate
voting rights) on the date for the determination of stockholders
entitled to vote at such meeting, either in person or by proxy
appointed by instrument in writing subscribed by such
stockholder or his duly authorized attorney.
All elections shall be had and all questions
decided by a majority of the votes cast at a duly constituted
meeting, except as otherwise provided by statute or by the
Articles of Incorporation or by these By-Laws.
At any election of Directors, the Chairman of
the meeting may, and upon the request of the holders of ten
percent (10%) of the stock entitled to vote at such election
shall, appoint two inspectors of election who shall first
subscribe an oath or affirmation to execute faithfully the
duties of inspectors at such election with strict impartiality
and according to the best of their ability, and shall after the
election make a certificate of the result of the vote taken. No
candidate for the office of Director shall be appointed such
Inspector.
Section 1.8. Conduct of Stockholders' Meetings.
The meetings of the stockholders shall be presided over by the
Chairman of the Board, or if he is not present, by the President,
or if he is not present, by a vice-president, or if none of them is
present, by a Chairman to be elected at the meeting. The
Secretary of the Corporation, if present, shall act as a Secretary
of such meetings, or if he is not present, an Assistant Secretary
shall so act; if neither the Secretary nor the Assistant Secretary
is present, then the meeting shall elect its Secretary.
Section 1.9. Concerning Validity of Proxies,
Ballots, etc. At every meeting of the stockholders, all proxies
shall be received and taken in charge of and all ballots shall be
received and canvassed by the Secretary of the meeting, who
shall decide all questions touching the qualification of voters,
the validity of the proxies and the acceptance or rejection of
votes, unless inspectors of election shall have been appointed by
the Chairman of the meeting, in which event such inspectors of
election shall decide all such questions. Unless a proxy provides
otherwise, it is not valid for more than eleven months after its
date.
Section 1.10. Action Without Meeting. Any
action to be taken by stockholders may be taken without a
meeting if (1) all stockholders entitled to vote on the matter
consent to the action in writing, (2) all stockholders entitled to
notice of the meeting but not entitled to vote at it sign a written
waiver of any right to dissent and (3) said consents and
waivers are filed with the records of the meetings of
stockholders. Such consent shall be treated for all purposes as
a vote at the meeting.
Section 1.11. Advance Notice of Stockholder
Nominees for Director and Other Stockholder Proposals.
(a) The matters to be considered and
brought before any annual or special meeting of stockholders of
the Corporation shall be limited to only such matters, including
the nomination and election of directors, as shall be brought
properly before such meeting in compliance with the procedures
set forth in this Section 1.11.
(b) For any matter to be properly before
any annual meeting of stockholders, the matter must be (i)
specified in the notice of annual meeting given by or at the
direction of the Board of Directors, (ii) otherwise brought
before the annual meeting by or at the direction of the Board of
Directors or (iii) brought before the annual meeting in the
manner specified in this Section 1.11 by a stockholder of
record or a stockholder (a "Nominee Holder") that holds
voting securities entitled to vote at meetings of stockholders
through a nominee or "street name" holder of record and can
demonstrate to the Corporation such indirect ownership and
such Nominee Holder's entitlement to vote such securities. In
addition to any other requirements under applicable law and
the Certificate of Incorporation and By-Laws of the
Corporation, persons nominated by stockholders for election as
directors of the Corporation and any other proposals by
stockholders shall be properly brought before the meeting only
if notice of any such matter to be presented by a stockholder at
such meeting of stockholders (the "Stockholder Notice") shall
be delivered to the Secretary of the Corporation at the principal
executive office of the Corporation not less than 60 nor more
than 90 days prior to the first anniversary date of the annual
meeting for the preceding year; provided, however, that, if and
only if the annual meeting is not scheduled to be held within a
period that commences 30 days before such anniversary date
and ends 30 days after such anniversary date (an annual
meeting date outside such period being referred to herein as an
"Other Annual Meeting Date"), such Stockholder Notice shall
be given in the manner provided herein by the later of the close
of business on (i) the date 60 days prior to such Other Annual
Meeting Date or (ii) the 10th day following the date such Other
Annual Meeting Date is first publicly announced or disclosed.
Any stockholder desiring to nominate any person or persons (as
the case may be) for election as a director or directors of the
Corporation shall deliver, as part of such Stockholder Notice:
(i) a statement in writing setting forth (A) the name of the
person or persons to be nominated, (B) the number and class of
all shares of each class of stock of the Corporation owned of
record and beneficially by each such person, as reported to such
stockholder by such nominee(s), (C) the information regarding
each such person required by paragraphs (a), (e) and (f) of Item
401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-
101 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), adopted by the Securities and Exchange
Commission (or the corresponding provisions of any regulation
or rule subsequently adopted by the Securities and Exchange
Commission applicable to the Corporation), (D) whether such
stockholder believes any nominee will be an "interested
person" of the Corporation (as defined in the Investment
Company Act of 1940, as amended), and, if not an "interested
person", information regarding each nominee that will be
sufficient for the Corporation to make such determination, and
(E) the number and class of all shares of each class of stock of
the Corporation owned of record and beneficially by such
stockholder; (ii) each such person's signed consent to serve as
a director of the Corporation if elected, such stockholder's
name and address; and (iii) in the case of a Nominee Holder,
evidence establishing such Nominee Holder's indirect
ownership of, and entitlement to vote, securities at the
meeting of stockholders. Any stockholder who gives a
Stockholder Notice of any matter proposed to be brought
before the meeting (not involving nominees for director) shall
deliver, as part of such Stockholder Notice, the text of the
proposal to be presented and a brief written statement of the
reasons why such stockholder favors the proposal and setting
forth such stockholder's name and address, the number and
class of all shares of each class of stock of the Corporation
owned of record and beneficially by such stockholder, if
applicable, any material interest of such stockholder in the
matter proposed (other than as a stockholder) and, in the case
of a Nominee Holder, evidence establishing such Nominee
Holder's indirect ownership of, and entitlement to vote,
securities at the meeting of stockholders. As used herein,
shares "beneficially owned" shall mean all shares which such
person is deemed to beneficially own pursuant to Rules 13d-3
and 13d-5 under the Exchange Act.
Notwithstanding anything in this Section 1.11 to the
contrary, in the event that the number of directors to be elected to
the Board of Directors of the Corporation is increased and either
all of the nominees for director or the size of the increased Board
of Directors are not publicly announced or disclosed by the
Corporation at least 70 days prior to the first anniversary of the
preceding year's annual meeting, a Stockholder Notice shall also
be considered timely hereunder, but only with respect to
nominees for any new positions created by such increase, if it
shall be delivered to the Secretary of the Corporation at the
principal executive office of the Corporation not later than the
close of business on the 10th day following the first date all of
such nominees or the size of the increased Board of Directors
shall have been publicly announced or disclosed.
(c) Only such matters shall be properly
brought before a special meeting of stockholders as shall have
been brought before the meeting pursuant to the Corporation's
notice of meeting. In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or
more directors to the Board of Directors, any stockholder may
nominate a person or persons (as the case may be), for election
to such position(s) as specified in the Corporation's notice of
meeting, if the Stockholder Notice required by clause (b) of
this Section 1.11 hereof shall be delivered to the Secretary of
the Corporation at the principal executive office of the
Corporation not later than the close of business on the 10th day
following the day on which the date of the special meeting and
of the nominees proposed by the Board of Directors to be
elected at such meeting is publicly announced or disclosed.
(d) For purposes of this Section 1.11, a
matter shall be deemed to have been "publicly announced or
disclosed" if such matter is disclosed in a press release reported
by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange
Commission.
(e) In no event shall the adjournment of an
annual meeting, or any announcement thereof, commence a new
period for the giving of notice as provided in this Section 1.11.
This Section 1.11 shall not apply to stockholder proposals made
pursuant to Rule 14a-8 under the Exchange Act.
(f) The person presiding at any meeting of
stockholders, in addition to making any other determinations that
may be appropriate to the conduct of the meeting, shall have the
power and duty to determine whether notice of nominees and
other matters proposed to be brought before a meeting has been
duly given in the manner provided in this Section 1.11 and, if not
so given, shall direct and declare at the meeting that such
nominees and other matters shall not be considered.
ARTICLE II
Board of Directors
Section 2.1. Function of Directors. The business
and affairs of the Corporation shall be conducted and managed
under the direction of its Board of Directors. All powers of the
Corporation shall be exercised by or under authority of the
Board of Directors except as conferred on or reserved to the
stockholders by statute.
Section 2.2. Number of Directors. The Board of
Directors shall consist of not more than fourteen Directors nor
less than such number of Directors as may be permitted under
Maryland law, as may be determined from time to time by vote
of a majority of the Directors then in office. Directors need not
be stockholders.
Section 2.3. Classes of Directors; Term of
Directors. The Directors shall be divided into three classes,
designated Class I, Class II and Class III. All classes shall be
as nearly equal in number as possible. The Directors as
initially classified shall hold office for terms as follows: the
Class I Directors shall hold office until the date of the annual
meeting of stockholders in 1996 or until their successors shall
be elected and qualified; the Class II Directors shall hold
office until the date of the annual meeting of stockholders in
1997 or until their successors shall be elected and qualified;
and the Class III Directors shall hold office until the date of
the annual meeting of stockholders in 1998 or until their
successors shall be elected and qualified. Upon expiration of
the term of office of each class as set forth above, the Directors
in each such class shall be elected for a term of three years to
succeed the Directors whose terms of office expire. Each
Director shall hold office until the expiration of his or her term
and until his or her successor shall have been elected and
qualified, or until his or her death, or until he or she shall have
resigned, or until he or she shall have been removed as
provided by Statute or the Articles of Incorporation.
Section 2.4. Vacancies. In case of any vacancy
in the Board of Directors through death, resignation or other
cause, other than an increase in the number of Directors, subject
to the provisions of law, a majority of the remaining Directors,
although a majority is less than a quorum, by an affirmative
vote, may elect a successor to hold office until the next annual
meeting of stockholders or until his successor is chosen and
qualified.
Section 2.5. Increase or Decrease in Number of
Directors. The Board of Directors, by the vote of a majority of
the entire Board, may increase the number of Directors and
may elect Directors to fill the vacancies created by any such
increase in the number of Directors until the next annual
meeting of stockholders or until their successors are duly
chosen and qualified. The Board of Directors, by the vote of a
majority of the entire Board, may likewise decrease the
number of Directors to a number not less than that permitted
by law.
Section 2.6. Place of Meeting. The Directors
may hold their meetings within or outside the State of Maryland,
at any office or offices of the Corporation or at any other place
as they may from time to time determine.
Section 2.7. Regular Meetings. Regular meetings
of the Board of Directors shall be held at such time and on such
notice as the Directors may from time to time determine. The
annual meeting of the Board of Directors shall be held as soon
as practicable after the annual meeting of the stockholders for
the election of Directors.
Section 2.8. Special Meetings. Special meetings
of the Board of Directors may be held from time to time upon
call of the Chairman of the Board, the President, the Secretary
or two or more of the Directors, by oral or telegraphic or written
notice duly served on or sent or mailed to each Director not less
than one day before such meeting.
Section 2.9. Notices. Unless required by
statute or otherwise determined by resolution of the Board of
Directors in accordance with these By-laws, notices to
Directors need not be in writing and need not state the business
to be transacted at or the purpose of any meeting, and no
notice need be given to any Director who is present in person
or to any Director who, in writing executed and filed with the
records of the meeting either before or after the holding
thereof, waives such notice. Waivers of notice need not state
the purpose or purposes of such meeting.
Section 2.10. Quorum. One-third of the
Directors then in office shall constitute
a quorum for the transaction of business, provided that if there
is more than one Director, a quorum shall in no case be less
than two Directors. If at any meeting of the Board there shall
be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum shall
have been obtained. The act of the majority of the Directors
present at any meeting at which there is a quorum shall be the
act of the Directors, except as may be otherwise specifically
provided by statute or by the Articles of Incorporation or by
these By-Laws.
Section 2.11. Executive Committee. The Board
of Directors may appoint from the Directors an Executive
Committee to consist of such number of Directors (not less than
two) as the Board may from time to time determine. The
Chairman of the Committee shall be elected by the Board of
Directors. The Board of Directors shall have power at any time
to change the members of such Committee and may fill
vacancies in the Committee by election from the Directors.
When the Board of Directors is not in session, to the extent
permitted by law, the Executive Committee shall have and may
exercise any or all of the powers of the Board of Directors in
the management and conduct of the business and affairs of the
Corporation. The Executive Committee may fix its own rules
of procedure, and may meet when and as provided by such
rules or by resolution of the Board of Directors, but in every
case the presence of a majority shall be necessary to constitute
a quorum. During the absence of a member of the Executive
Committee, the remaining members may appoint a member of
the Board of Directors to act in his place.
Section 2.12. Other Committees. The Board of
Directors may appoint from the Directors other committees
which shall in each case consist of such number of Directors
(not less than two) and shall have and may exercise such powers
as the Board may determine in the resolution appointing them.
A majority of all the members of any such committee may
determine its action and fix the time and place of its meetings,
unless the Board of Directors shall otherwise provide. The
Board of Directors shall have power at any time to change the
members and powers of any such committee, to fill vacancies
and to discharge any such committee.
Section 2.13. Telephone Meetings. Members of
the Board of Directors or a committee of the Board of Directors
may participate in a meeting by means of a conference
telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same
time. Participation in a meeting by these means, subject to the
provisions of the Investment Company Act of 1940, as
amended, constitutes presence in person at the meeting.
Section 2.14. Action Without a Meeting. Any
action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken
without a meeting, if a written consent to such action is signed
by all members of the Board or of such committee, as the case
may be, and such written consent is filed with the minutes of the
proceedings of the Board or such committee.
Section 2.15. Compensation of Directors. No
Director shall receive any stated salary or fees from the
Corporation for his services as such if such Director is,
otherwise than by reason of being such Director, an interested
person (as such term is defined by the Investment Company
Act of 1940, as amended) of the Corporation or of its
investment manager or principal underwriter. Except as
provided in the preceding sentence, Directors shall be entitled
to receive such compensation from the Corporation for their
services as may from time to time be voted by the Board of
Directors.
Section 2.16. Selection and Nomination of Non-
Interested Directors. Subject to approval by a majority of the
directors of the Corporation, the directors of the Corporation
who are not interested persons of the Corporation (as that term
is defined in the Investment Company Act of 1940, as amended)
shall select and nominate the directors of the Corporation who
are not interested persons of the Corporation.
ARTICLE III
Officers
Section 3.1. Executive Officers. The executive
officers of the Corporation shall be chosen by the Board of
Directors. These may include a Chairman of the Board of
Directors (who shall be a Director) and shall include a President,
a Secretary and a Treasurer. The Board of Directors or the
Executive Committee may also in its discretion appoint one or
more Vice-Presidents, Assistant Secretaries, Assistant
Treasurers and other officers, agents and employees, who shall
have such authority and perform such duties as the Board of
Directors or the Executive Committee may determine. The
Board of Directors may fill any vacancy which may occur in
any office. Any two offices, except those of President and Vice-
President, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one
capacity, if such instrument is required by law or these By-
Laws to be executed, acknowledged or verified by two or
more officers.
Section 3.2. Term of Office. The term of
office of all officers shall be one year and until their
respective successors are chosen and qualified. Any officer
may be removed from office at any time with or without
cause by the vote of a majority of the whole Board of
Directors. Any officer may resign his office at any time by
delivering a written resignation to the Corporation and,
unless otherwise specified therein, such resignation shall
take effect upon delivery.
Section 3.3. Powers and Duties. The officers
of the Corporation shall have such powers and duties as
shall be stated in a resolution of the Board of Directors, or
the Executive Committee and, to the extent not so stated, as
generally pertain to their respective offices, subject to the
control of the Board of Directors and the Executive
Committee.
Section 3.4. Surety Bonds. The Board of
Directors may require any officer or agent of the Corporation
to execute a bond (including, without limitation, any bond
required by the Investment Company Act of 1940, as
amended, and the rules and regulations of the Securities and
Exchange Commission) to the Corporation in such sum and
with such surety or sureties as the Board of Directors may
determine, conditioned upon the faithful performance of his
duties to the Corporation, including responsibility for
negligence and for the accounting of any of the Corporation's
property, funds or securities that may come into his hands.
ARTICLE IV
Capital Stock
Section 4.1. Certificates for Shares. The
Corporation may, at its option, determine not to issue a
certificate or certificates to evidence shares owned of record
by any stockholder.
Section 4.2. Transfer of Shares. Shares of the
Corporation shall be transferable on the books of the
Corporation by the holder thereof in person or by his duly
authorized attorney or legal representative, upon surrender
and cancellation of certificates, if any, for the same number of
shares, duly endorsed or accompanied by proper instruments
of assignment and transfer, with such proof of the authenticity
of the signature as the Corporation or its agents may
reasonably require; in the case of shares not represented by
certificates, the same or similar requirements may be imposed
by the Board of Directors.
Section 4.3. Stock Ledgers. The stock ledgers of
the Corporation, containing the names and addresses of the
stockholders and the number of shares held by them
respectively, shall be kept at the principal offices of the
Corporation or, if the Corporation employs a Transfer Agent, at
the offices of the Transfer Agent of the Corporation.
Section 4.4. Transfer Agents and Registrars. The
Board of Directors may from time to time appoint or remove
transfer agents and/or registrars of transfers of shares of stock of
the Corporation, and it may appoint the same person as both
transfer agent and registrar. Upon any such appointment being
made, all certificates representing shares of capital stock
thereafter issued shall be countersigned by one of such transfer
agents or by one of such registrars of transfers or by both and
shall not be valid unless so countersigned. If the same person
shall be both transfer agent and registrar, only one
countersignature by such person shall be required.
Section 4.5. Lost, Stolen or Destroyed
Certificates. The Board of Directors or the Executive
Committee or any officer or agent authorized by the Board of
Directors or Executive Committee may determine the
conditions upon which a new certificate of stock of the
Corporation of any class may be issued in place of a
certificate which is alleged to have been lost, stolen or
destroyed; and may, in its discretion, require the owner of
such certificate or such owner's legal representative to give
bond, with sufficient surety, to the Corporation and each
Transfer Agent, if any, to indemnify it and each such Transfer
Agent against any and all loss or claims which may arise by
reason of the issue of a new certificate in the place of the one
so lost, stolen or destroyed.
ARTICLE V
Corporate Seal; Location of
Offices; Books; Net Asset Value
Section 5.1. Corporate Seal. The Board of
Directors may provide for a suitable corporate seal, in such form
and bearing such inscriptions as it may determine. Any officer or
director shall have the authority to affix the corporate seal. If the
Corporation is required to place its corporate seal to a document,
it shall be sufficient to place the word "(seal)" adjacent to the
signature of the authorized officer of the Corporation signing the
document.
Section 5.2. Location of Offices. The
Corporation shall have a principal office in the State of
Maryland. The Corporation may, in addition, establish and
maintain such other offices as the Board of Directors or any
officer may, from time to time, determine.
Section 5.3. Books and Records. The books and
records of the Corporation shall be kept at the places, within or
without the State of Maryland, as the directors or any officer
may determine; provided, however, that the original or a
certified copy of the by-laws, including any amendments to
them, shall be kept at the Corporation's principal executive
office.
Section 5.4. Annual Statement of Affairs. The
President or any other executive officer of the Corporation shall
prepare annually a full and correct statement of the affairs of the
Corporation, to include a balance sheet and a financial statement
of operations for the preceding fiscal year. The statement of
affairs should be submitted at the annual meeting of
stockholders and, within 20 days of the meeting, placed on file
at the Corporation's principal office.
Section 5.5. Net Asset Value. The value of the
Corporation's net assets shall be determined at such times and
by such method as shall be established from time to time by the
Board of Directors.
ARTICLE VI
Fiscal Year and
Accountant
Section 6.1. Fiscal Year. The fiscal year of the
Corporation, unless otherwise fixed by resolution of the Board
of Directors, shall begin on the first day of January and shall end
on the last day of December in each year.
Section 6.2. Accountant. The Corporation shall
employ an independent public accountant or a firm of
independent public accountants as its Accountant to examine the
accounts of the Corporation and to sign and certify financial
statements filed by the Corporation. The employment of the
Accountant shall be conditioned upon the right of the
Corporation to terminate the employment forthwith without any
penalty by vote of a majority of the outstanding voting securities
at any stockholders' meeting called for that purpose.
ARTICLE VII
Indemnification and Insurance
Section 7.1. General. The Corporation shall
indemnify directors, officers, employees and agents of the
Corporation against judgments, fines, settlements and expenses
to the fullest extent authorized and in the manner permitted, by
applicable federal and state law.
Section 7.2. Indemnification of Directors and
Officers. The Corporation shall indemnify to the fullest extent
permitted by law (including the Investment Company Act of
1940, as amended) as currently in effect or as the same may
hereafter be amended, any person made or threatened to be
made a party to any action, suit or proceeding, whether
criminal, civil, administrative or investigative, by reason of the
fact that such person or such person's testator or intestate is or
was a director or officer of the Corporation or serves or served
at the request of the Corporation any other enterprise as a
director or officer. To the fullest extent permitted by law
(including the Investment Company Act of 1940, as amended)
as currently in effect or as the same may hereafter be amended,
expenses incurred by any such person in defending any such
action, suit or proceeding shall be paid or reimbursed by the
Corporation promptly upon receipt by it of an undertaking of
such person to repay such expenses if it shall ultimately be
determined that such person is not entitled to be indemnified by
the Corporation. The rights provided to any person by this
Article VII shall be enforceable against the Corporation by such
person who shall be presumed to have relied upon it in serving
or continuing to serve as a director or officer as provided above.
No amendment of this Article VII shall impair the rights of any
person arising at any time with respect to events occurring prior
to such amendment. For purposes of this Article VII, the term
"Corporation" shall include any predecessor of the Corporation
and any constituent corporation (including any constituent of a
constituent) absorbed by the Corporation in a consolidation or
merger; the term "other enterprises" shall include any
corporation, partnership, joint venture, trust or employee
benefit plan; service "at the request of the Corporation" shall
include service as a director or officer of the Corporation
which imposes duties on, or involves services by, such director
or officer with respect to an employee benefit plan, its
participants or beneficiaries; any excise taxes assessed on a
person with respect to an employee benefit plan shall be
deemed to be indemnifiable expenses; and action by a person
with respect to any employee benefit plan which such person
reasonably believes to be in the interest of the participants and
beneficiaries of such plan shall be deemed to be action not
opposed to the best interests of the Corporation.
Section 7.3. Insurance. Subject to the
provisions of the Investment Company Act of 1940, as
amended, the Corporation, directly, through third parties or
through affiliates of the Corporation, may purchase, or provide
through a trust fund, letter of credit or surety bond insurance
on behalf of any person who is or was a Director, officer,
employee or agent of the Corporation, or who, while a
Director, officer, employee or agent of the Corporation, is or
was serving at the request of the Corporation as a Director,
officer, employee, partner, trustee or agent of another foreign
or domestic corporation, partnership joint venture, trust or
other enterprise against any liability asserted against and
incurred by such person in any such capacity or arising out of
such person's position, whether or not the Corporation would
have the power to indemnify such person against such liability.
ARTICLE VIII
Custodian
The Corporation shall have as custodian or custodians one or
more trust companies or banks of good standing, foreign or
domestic, as may be designated by the Board of Directors,
subject to the provisions of the Investment Company Act of
1940, as amended, and other applicable laws and regulations;
and the funds and securities held by the Corporation shall be
kept in the custody of one or more such custodians, provided
such custodian or custodians can be found ready and willing to
act, and further provided that the Corporation and/or the
Custodians may employ such subcustodians as the Board of
Directors may approve and as shall be permitted by law.
ARTICLE IX
Amendment of By-Laws
The By-Laws of the Corporation may be
altered, amended, added to or repealed only by majority vote of
the entire Board of Directors.
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