AMENDED AND RESTATED
BYLAWS
OF
ROYCE VALUE TRUST, INC.
A Maryland Corporation
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. Place. All meetings of
stockholders of Royce Value Trust, Inc. (the
"Corporation") shall be held in the United States at
the principal executive office of the Corporation or at
such other place as shall be set by the Board of
Directors and stated in the notice of the meeting.
SECTION 2. Annual Meeting. An
annual meeting of the stockholders for the election of
directors and the transaction of any business within
the powers of the Corporation shall be held on a date
and at the time set by the Board of Directors.
SECTION 3. Special Meetings.
(a) General. The President or the
Board of Directors may call a special meeting of the
stockholders. Subject to Section 3(b) of this Article I,
a special meeting of stockholders shall also be called
by the Secretary of the Corporation upon the written
request of the stockholders entitled to cast not less
than a majority of all the votes entitled to be cast at
such meeting.
(b) Stockholder Requested Special
Meetings. (1) Any stockholder of record seeking to
have stockholders request a special meeting shall, by
sending written notice to the Secretary (the "Record
Date Request Notice") by registered mail, return
receipt requested, request the Board of Directors to
fix a record date to determine the stockholders
entitled to request a special meeting (the "Request
Record Date"). The Record Date Request Notice
shall set forth the purpose of the meeting and the
matters proposed to be acted on at it, shall be signed
by one or more stockholders of record as of the date
of signature (or their agents duly authorized in
writing), shall bear the date of signature of each such
stockholder (or such agent) and shall set forth all
information relating to each such stockholder that
must be disclosed in solicitations of proxies for
election of directors in an election contest (even if an
election contest is not involved), or is otherwise
required, in each case pursuant to Regulation 14A (or
any successor provision) under the Securities
Exchange Act of 1934, as amended (the "Exchange
Act"). Upon receiving the Record Date Request
Notice, the Board of Directors may fix a Request
Record Date. The Request Record Date shall not
precede and shall not be more than ten (10) days after
the close of business on the date on which the
resolution fixing the Request Record Date is adopted
by the Board of Directors. If the Board of Directors,
within ten (10) days after the date on which a valid
Record Date Request Notice is received, fails to
adopt a resolution fixing the Request Record Date
and make a public announcement of such Request
Record Date, the Request Record Date shall be the
close of business on the tenth (10th) day after the first
date on which the Record Date Request Notice is
received by the Secretary.
(2) In order for any
stockholder to request a special meeting, one or more
written requests for a special meeting signed by
stockholders of record (or their agents duly
authorized in writing) as of the Request Record Date
entitled to cast not less than a majority (the "Special
Meeting Percentage") of all of the votes entitled to be
cast at such meeting (the "Special Meeting Request")
shall be delivered to the Secretary. In addition, the
Special Meeting Request shall set forth the purpose of
the meeting and the matters proposed to be acted on
at it (which shall be limited to the matters set forth in
the Record Date Request Notice received by the
Secretary), shall bear the date of signature of each
such stockholder (or such agent) signing the Special
Meeting Request, shall set forth the name and
address, as they appear in the Corporation's books, of
each stockholder signing such request (or on whose
behalf the Special Meeting Request is signed), the
class, series and number of all shares of stock of the
Corporation which are owned by each such
stockholder, and the nominee holder for, and number
of, shares owned beneficially but not of record, shall
be sent to the Secretary by registered mail, return
receipt requested, and shall be received by the
Secretary within sixty (60) days after the Request
Record Date. Any requesting stockholder may
revoke his, her or its request for a special meeting at
any time by written revocation delivered to the
Secretary.
(3) The Secretary shall inform
the requesting stockholders of the reasonably
estimated cost of preparing and mailing the notice of
meeting (including the Corporation's proxy
materials). The Secretary shall not be required to call
a special meeting upon stockholder request and such
meeting shall not be held unless, in addition to the
documents required by subsection (2) of this Section
3(b), the Secretary receives payment of such
reasonably estimated cost prior to the mailing of any
notice of the meeting.
(4) Except as provided in the
next sentence, any special meeting shall be held at
such place, date and time as may be designated by the
President or the Board of Directors, whoever has
called the meeting. In the case of any special meeting
called by the Secretary upon the request of
stockholders (a "Stockholder Requested Meeting"),
such meeting shall be held at such place, date and
time as may be designated by the Board of Directors;
provided, however, that the date of any Stockholder
Requested Meeting shall be not more than ninety (90)
days after the record date for such meeting (the
"Meeting Record Date"); and provided further that if
the Board of Directors fails to designate, within ten
(10) days after the date that a valid Special Meeting
Request is actually received by the Secretary (the
"Delivery Date"), a date and time for a Stockholder
Requested Meeting, then such meeting shall be held
at 2:00 p.m. local time on the ninetieth (90th) day
after the Meeting Record Date or, if such ninetieth
(90th) day is not a Business Day (as defined below),
on the first preceding Business Day; and provided
further that in the event that the Board of Directors
fails to designate a place for a Stockholder Requested
Meeting within ten (10) days after the Delivery Date,
then such meeting shall be held at the principal
executive office of the Corporation. In fixing a date
for any special meeting, the President or the Board of
Directors may consider such factors as he, she or it
deems relevant within the good faith exercise of
business judgment, including, without limitation, the
nature of the matters to be considered, the facts and
circumstances surrounding any request for meeting
and any plan of the Board of Directors to call an
annual meeting or a special meeting. In the case of
any Stockholder Requested Meeting, if the Board of
Directors fails to fix a Meeting Record Date that is a
date within thirty (30) days after the Delivery Date,
then the close of business on the thirtieth (30th) day
after the Delivery Date shall be the Meeting Record
Date.
(5) If at any time as a result of
written revocations of requests for the special
meeting, stockholders of record (or their agents duly
authorized in writing) as of the Request Record Date
entitled to cast less than the Special Meeting
Percentage shall have delivered and not revoked
requests for a special meeting, the Secretary may
refrain from mailing the notice of the meeting or, if
the notice of the meeting has been mailed, the
Secretary may revoke the notice of the meeting at any
time before ten (10) days before the commencement
of the meeting if the Secretary has first sent to all
other requesting stockholders written notice of any
revocation of a request for the special meeting and
written notice of the Secretary's intention to revoke
the notice of the meeting. Any request for a special
meeting received after a revocation by the Secretary
of a notice of a meeting shall be considered a request
for a new special meeting.
(6) The Board of Directors or
the President may appoint independent inspectors of
elections to act as the agent of the Corporation for the
purpose of promptly performing a ministerial review
of the validity of any purported Special Meeting
Request received by the Secretary. For the purpose
of permitting the inspectors to perform such review,
no such purported request shall be deemed to have
been delivered to the Secretary until the earlier of (i)
five (5) Business Days after receipt by the Secretary
of such purported request and (ii) such date as the
independent inspectors certify to the Corporation that
the valid requests received by the Secretary represent
at least a majority of the issued and outstanding
shares of stock that would be entitled to vote at such
meeting. Nothing contained in this subsection (6)
shall in any way be construed to suggest or imply that
the Corporation or any stockholder shall not be
entitled to contest the validity of any request, whether
during or after such five (5) Business Day period, or
to take any other action (including, without limitation,
the commencement, prosecution or defense of any
litigation with respect thereto, and the seeking of
injunctive relief in such litigation).
(7) For purposes of these
Bylaws, "Business Day" shall mean any day other
than a Saturday, a Sunday or a day on which banking
institutions in the State of New York are authorized
or obligated by law or executive order to close.
SECTION 4. Notice of Meetings.
Not less than ten nor more than 90 days before each
meeting of stockholders, the Secretary shall give to
each stockholder entitled to vote at such meeting
and to each stockholder not entitled to vote who is
entitled to notice of the meeting notice in writing or
by electronic transmission stating the time and place
of the meeting and, in the case of a special meeting
or as otherwise may be required by any statute, the
purpose for which the meeting is called, either by
mail, by presenting it to such stockholder
personally, by leaving it at the stockholder's
residence or usual place of business or by any other
means permitted by Maryland law. If mailed, such
notice shall be deemed to be given when deposited
in the United States mail addressed to the
stockholder at the stockholder's address as it
appears on the records of the Corporation, with
postage thereon prepaid. If transmitted
electronically, such notice shall be deemed to be
given when transmitted to the stockholder by an
electronic transmission to any address or number of
the stockholder at which the stockholder receives
electronic transmissions. The Corporation may give
a single notice to all stockholders who share an
address, which single notice shall be effective as to
any stockholder at such address, unless a
stockholder objects to receiving such single notice
or revokes a prior consent to receiving such single
notice. Failure to give notice of any meeting to one
or more stockholders, or any irregularity in such
notice, shall not affect the validity of any meeting
fixed in accordance with this Article II or the
validity of any proceedings at any such meeting.
Subject to Section 12(a) of this Article II,
any business of the Corporation may be transacted
at an annual meeting of stockholders without being
specifically designated in the notice, except such
business as is required by any statute to be stated in
such notice. No business shall be transacted at a
special meeting of stockholders except as
specifically designated in the notice. The
Corporation may postpone or cancel a meeting of
stockholders by making a public announcement (as
defined in Section 12(c)(3) of this Article I) of such
postponement or cancellation prior to the meeting.
Notice of the date, time and place to which the
meeting is postponed shall be given not less than
ten days prior to such date and otherwise in the
manner set forth in this Section.
SECTION 5. Quorum. The presence in
person or by proxy of stockholders of the Corporation
entitled to cast at least a majority of the votes entitled
to be cast shall constitute a quorum at each meeting
of the stockholders, except with respect to any such
matter that, under applicable statutes or regulatory
requirements or the charter of the Corporation,
requires approval by a separate vote of one or more
classes of stock, in which case the presence in
person or by proxy of the holders of shares entitled
to cast a majority of the votes entitled to be cast by
each such class on such a matter shall constitute a
quorum. In the absence of a quorum, the chairman of
the meeting without notice other than by
announcement at the meeting, may adjourn the
meeting from time to time as provided in Section 6 of
this Article I until a quorum shall attend. The
stockholders present at any duly organized meeting
may continue to do business until adjournment,
notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. The lack of
presence at any meeting in person or by proxy of
holders of the number of shares of stock of the
Corporation of the proportion that may be required by
the Maryland General Corporation Law (the
"MGCL"), the Investment Company Act of 1940, as
amended (the "Investment Company Act"), or other
applicable statute, the Corporation's charter (the
"Charter") or these Bylaws, for action upon any given
matter shall not prevent action at the meeting on any
other matter or matters that may properly come
before the meeting, so long as there are present, in
person or by proxy, holders of the number of shares
of stock of the Corporation required for action upon
the other matter or matters.
SECTION 6. Adjournment. Any
meeting of the stockholders may be adjourned from
time to time, without notice other than by
announcement at the meeting at which the
adjournment is taken. At any adjourned meeting at
which a quorum shall be present, any action may be
taken that could have been taken at the meeting
originally called. A meeting of the stockholders may
not be adjourned to a date more than one hundred
twenty (120) days after the original record date,
unless a new record date is set by the Board of
Directors and further notice is provided to the
stockholders.
SECTION 7. Organization and
Conduct. Every meeting of stockholders shall be
conducted by an individual appointed by the Board of
Directors to be chairman of the meeting or, in the
absence of such appointment, by the Chairman of the
Board, if any, or, in the case of a vacancy in the office
or absence of the Chairman of the Board, by one of
the following officers present at the meeting: the
Vice Chairman of the Board, if any, the President,
any Vice President, the Secretary, the Treasurer or, in
the absence of such officers, a chairman chosen by
the stockholders by the vote of a majority of the votes
cast by stockholders present in person or by proxy.
The Secretary or, in the Secretary's absence, an
Assistant Secretary or, in the absence of both the
Secretary and Assistant Secretaries, an individual
appointed by the Board of Directors or, in the absence
of such appointment, an individual appointed by the
chairman of the meeting shall act as secretary. In the
event that the Secretary presides at a meeting of the
stockholders, an Assistant Secretary, or, in the
absence of Assistant Secretaries, an individual
appointed by the Board of Directors or the chairman
of the meeting, shall record the minutes of the
meeting. The order of business and all other matters
of procedure at any meeting of stockholders shall be
determined by the chairman of the meeting. The
chairman of the meeting may prescribe such rules,
regulations and procedures and take such action as, in
the discretion of such chairman, are appropriate for
the proper conduct of the meeting, including, without
limitation, (a) restricting admission to the time set for
the commencement of the meeting; (b) limiting
attendance at the meeting to stockholders of record of
the Corporation, their duly authorized proxies or
other such individuals as the chairman of the meeting
may determine; (c) limiting participation at the
meeting on any matter to stockholders of record of
the Corporation entitled to vote on such matter, their
duly authorized proxies or other such individuals as
the chairman of the meeting may determine; (d)
limiting the time allotted to questions or comments by
participants; (e) maintaining order and security at the
meeting; (f) removing any stockholder or any other
individual who refuses to comply with meeting
procedures, rules or guidelines as set forth by the
chairman of the meeting; and (g) recessing or
adjourning the meeting to a later date and time and
place announced at the meeting. Unless otherwise
determined by the chairman of the meeting, meetings
of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.
SECTION 8. Voting; Proxies. A
majority of the votes entitled to be cast in the election
of directors shall be required to elect a director. Each
share may be voted for as many individuals as there
are directors to be elected and for whose election the
share is entitled to be voted. A majority of the votes
cast at a meeting of stockholders duly called and at
which a quorum is present shall be sufficient to
approve any other matter which may properly come
before the meeting, unless a different vote is required
by statute or by the Charter. Unless otherwise
provided by statute or in the Charter, each
outstanding share, regardless of class, shall be entitled
to one vote on each matter submitted to a vote at a
meeting of stockholders.
Each stockholder entitled to vote at any
meeting of stockholders may authorize another
person or persons to act for him by a proxy signed by
the stockholder or his attorney-in-fact or a proxy in
such other form as may be permitted by the MGCL,
including electronic transmission from the
stockholder or his authorized agent. A stockholder
may authorize another person or persons to act as
proxy by telephone or by transmitting, or authorizing
the transmission of, a telegram, cablegram, datagram
or other means of electronic transmission to the
person or persons authorized to act as proxy or to a
proxy solicitation firm, proxy support service
organization or other person authorized by the person
or persons who will act as proxy to receive the
transmission. No proxy shall be valid after the
expiration of eleven (11) months from the date
thereof, unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the
stockholder executing it, except in those cases in
which the proxy states that it is irrevocable and in
which an irrevocable proxy is permitted by law.
SECTION 9. Fixing of Record Date
for Determining Stockholders Entitled to Notice and
to Vote at Meeting. The Board of Directors may set a
record date for the purpose of determining
stockholders entitled to notice of, and to vote at, any
meeting of the stockholders. The record date for a
particular meeting shall be not more than ninety (90)
nor fewer than ten (10) days before the date of the
meeting. All persons who were holders of record of
shares as of the record date of a meeting, and no
others, shall be entitled to vote at such meeting and
any adjournment thereof.
SECTION 10. Inspectors. The Board
of Directors may, in advance of any meeting of
stockholders, appoint one (1) or more inspectors to
act at the meeting or at any adjournment of the
meeting. If the inspectors shall not be so appointed or
if any of them shall fail to appear or act, the chairman
of the meeting may appoint inspectors. Each
inspector, before entering upon the discharge of his
duties, shall, if required by the chairman of the
meeting, take and sign an oath to execute faithfully
the duties of inspector of the meeting with strict
impartiality and according to the best of his ability.
The inspectors shall determine the number of shares
outstanding and the voting power of each share, the
number of shares represented at the meeting, the
existence of a quorum and the validity and effect of
proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions
arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the
result and do those acts as are proper to conduct the
election or vote with fairness to all stockholders. On
request of the chairman of the meeting or any
stockholder entitled to vote at the meeting, the
inspectors shall make a report in writing of any
challenge, request or matter determined by them and
shall execute a certificate of any fact found by them.
No director or candidate for the office of director
shall act as inspector of an election of directors.
Inspectors need not be stockholders of the
Corporation.
SECTION 11. Consent of
Stockholders in Lieu of Meeting. Except as
otherwise provided by statute or the Charter, any
action required to be taken at any annual or special
meeting of stockholders, or any action that may be
taken at any annual or special meeting of the
stockholders, may be taken without a meeting,
without prior notice and without a vote, if the
following are filed with the records of stockholders'
meetings: (a) a unanimous written consent that sets
forth the action and is signed by each stockholder
entitled to vote on the matter and (b) a written waiver
of any right to dissent signed by each stockholder
entitled to notice of the meeting but not entitled to
vote at the meeting.
SECTION 12. Advance Notice of
Stockholder Nominees for Director and Other
Stockholder Proposals.
(a) Annual Meetings of
Stockholders. (1) Nominations of individuals for
election to the Board of Directors and the proposal
of other business to be considered by the
stockholders may be made at an annual meeting of
stockholders (i) pursuant to the Corporation's notice
of meeting, (ii) by or at the direction of the Board of
Directors or (iii) by any stockholder of the
Corporation who was a stockholder of record both
at the time of giving of notice provided for in this
Section 12(a) and at the time of the annual meeting,
who is entitled to vote at the meeting and who has
complied with this Section 12(a).
(2) For nominations or
other business to be properly brought before an
annual meeting by a stockholder pursuant to clause
(iii) of subsection (1) of this Section 12(a), the
stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation and
such other business must otherwise be a proper
matter for action by the stockholders. To be timely,
a stockholder's notice shall set forth all information
required under this Section 12 and shall be
delivered to the Secretary at the principal executive
office of the Corporation not less than ninety (90)
days nor more than one hundred twenty (120) days
prior to the first anniversary of the date of mailing
of the notice for the preceding year's annual
meeting; provided, however, that in the event that
the date of the mailing of the notice for the annual
meeting is advanced or delayed by more than thirty
(30) days from the first anniversary of the date of
mailing of the notice for the preceding year's annual
meeting, notice by the stockholder to be timely
must be so delivered not earlier than the one
hundred twentieth (120th) day prior to the date of
mailing of the notice for such annual meeting and
not later than the close of business on the later of
the ninetieth (90th) day prior to the date of mailing
of the notice for such annual meeting or the tenth
(10th) day following the day on which public
announcement of the date of mailing of the notice
for such meeting is first made. In no event shall the
public announcement of a postponement or
adjournment of an annual meeting commence a new
time period for the giving of a stockholder's notice
as described above. Such stockholder's notice shall
set forth (i) as to each individual whom the
stockholder proposes to nominate for election or
reelection as a director, (A) the name, age, business
address and residence address of such individual,
(B) the class, series and number of any shares of
stock of the Corporation that are beneficially owned
by such individual, (C) whether such stockholder
believes any such individual is, or is not, an
"interested person" of the Corporation (as defined in
the Investment Company Act) and information
regarding such individual that is sufficient, in the
discretion of the Board of Directors or any
committee thereof or any authorized officer of the
Corporation, to make such determination and (D) all
other information relating to such individual that is
required to be disclosed in solicitations of proxies
for election of directors in an election contest (even
if an election contest is not involved), or is
otherwise required, in each case pursuant to
Regulation 14A (or any successor provision) under
the Exchange Act and the rules thereunder
(including such individual's written consent to
being named in the proxy statement as a nominee
and to serving as a director if elected); (ii) as to any
other business that the stockholder proposes to
bring before the meeting, a description of the
business desired to be brought before the meeting,
the reasons for proposing such business at the
meeting and any material interest in such business
of such stockholder and any Stockholder Associated
Person (as defined below), individually or in the
aggregate, including any anticipated benefit to the
stockholder and any Stockholder Associated Person
therefrom; (iii) as to the stockholder giving the
notice and any Stockholder Associated Person, the
class, series and number of all shares of stock of the
Corporation which are owned by such stockholder
and by such Stockholder Associated Person, if any,
and the nominee holder for, and number of, shares
owned beneficially but not of record by such
stockholder and by any such Stockholder
Associated Person and (iv) as to the stockholder
giving the notice and any Stockholder Associated
Person covered by clauses (ii) or (iii) of subsection
(2) of this Section 12(a), the name and address of
such stockholder, as they appear on the
Corporation's stock ledger and current name and
address, if different, and of such Stockholder
Associated Person.
(3) Notwithstanding
anything in this Section 12(a) to the contrary, in the
event the Board of Directors increases or decreases
the maximum or minimum number of directors in
accordance with Article II, Section 2, and there is
no public announcement of such action at least one
hundred (100) days prior to the first anniversary of
the date of mailing of the notice for the preceding
year's annual meeting, a stockholder's notice
required by this Section 12(a) shall also be
considered timely, but only with respect to
nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at
the principal executive office of the Corporation not
later than the close of business on the tenth (10th)
day following the day on which such public
announcement is first made by the Corporation.
(4) For purposes of this
Section 12, "Stockholder Associated Person" of any
stockholder shall mean (i) any person controlling,
directly or indirectly, or acting in concert with, such
stockholder, (ii) any beneficial owner of shares of
stock of the Corporation owned of record or
beneficially by such stockholder and (iii) any
person controlling, controlled by or under common
control with such Stockholder Associated Person.
(b) Special Meetings of
Stockholders. Only such business shall be
conducted at a special meeting of stockholders as
shall have been brought before the meeting pursuant
to the Corporation's notice of meeting.
Nominations of individuals for election to the Board
of Directors may be made at a special meeting of
stockholders at which directors are to be elected (i)
pursuant to the Corporation's notice of meeting, (ii)
by or at the direction of the Board of Directors or
(iii) provided that the Board of Directors has
determined that directors shall be elected at such
special meeting, by any stockholder of the
Corporation who is a stockholder of record both at
the time of giving of notice provided for in this
Section 12 and at the time of the special meeting,
who is entitled to vote at the meeting and who
complied with the notice procedures set forth in this
Section 12. In the event the Corporation calls a
special meeting of stockholders for the purpose of
electing one or more individuals to the Board of
Directors, any such stockholder may nominate an
individual or individuals (as the case may be) for
election as a director as specified in the
Corporation's notice of meeting, if the
stockholder's notice required by subsection (2) of
Section 12(a) of this Article I shall be delivered to
the Secretary at the principal executive office of the
Corporation not earlier than the one hundred
twentieth (120th) day prior to such special meeting
and not later than the close of business on the later
of the ninetieth (90th) day prior to such special
meeting or the tenth (10th) day following the day on
which public announcement is first made of the date
of the special meeting and of the nominees
proposed by the Board of Directors to be elected at
such meeting. In no event shall the public
announcement of a postponement or adjournment of
a special meeting commence a new time period for
the giving of a stockholder's notice as described
above.
(c) General. (1) Upon written
request by the Secretary or the Board of Directors
or any committee thereof, any stockholder
proposing a nominee for election as a director or
any proposal for other business at a meeting of
stockholders shall provide, within five (5) Business
Days of delivery of such request (or such other
period as may be specified in such request), written
verification, satisfactory, in the discretion of the
Board of Directors or any committee thereof or any
authorized officer of the Corporation, to
demonstrate the accuracy of any information
submitted by the stockholder pursuant to this
Section 12. If a stockholder fails to provide such
written verification within such period, the
information as to which written verification was
requested may be deemed not to have been provided
in accordance with this Section 12.
(2) Only such individuals
who are nominated in accordance with this Section
12 shall be eligible for election as directors, and
only such business shall be conducted at a meeting
of stockholders as shall have been brought before
the meeting in accordance with this Section 12. The
chairman of the meeting shall have the power to
determine whether a nomination or any other
business proposed to be brought before the meeting
was made or proposed, as the case may be, in
accordance with this Section 12.
(3) For purposes of this
Section 12, (a) the "date of mailing of the notice"
shall mean the date of the proxy statement for the
solicitation of proxies for election of directors and
(b) "public announcement" shall mean disclosure (i)
in a press release reported by the Dow Jones News
Service, Associated Press or comparable news
service or (ii) in a document publicly filed by the
Corporation with the Securities and Exchange
Commission pursuant to the Exchange Act or the
Investment Company Act.
(4) Notwithstanding the
foregoing provisions of this Section 12, a
stockholder shall also comply with all applicable
requirements of state law, the Exchange Act and the
Investment Company Act and the rules and
regulations thereunder with respect to the matters
set forth in this Section 12. Nothing in this Section
12 shall be deemed to affect any right of a
stockholder to request inclusion of a proposal in,
nor the right of the Corporation to omit a proposal
from, the Corporation's proxy statement pursuant to
Rule 14a-8 (or any successor provision) under the
Exchange Act.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. General Powers.
Except as otherwise provided in the Charter, the
business and affairs of the Corporation shall be
managed under the direction of the Board of
Directors. All powers of the Corporation 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 Charter or by these
Bylaws.
SECTION 2. Number, Classification,
Election and Term of Directors. The number of
directors shall be fixed from time to time by
resolution of the Board of Directors adopted by a
majority of the directors then in office; provided,
however, that the number of directors shall in no
event be fewer than three (3) nor, subject to the
charter of the Corporation, more than eleven (11).
Pursuant to the Corporation's election to be subject to
Section 3-803 of the MGCL, the directors, excluding
directors elected separately by holders of preferred
stock of the Corporation (the "Preferred Stock
Directors"), shall be divided into three classes, as
nearly equal in number as possible, with the term of
office of the first class to expire at the first subsequent
annual meeting of stockholders, and the term of
office of the second class to expire at the second
subsequent annual meeting of stockholders, and the
term of office of the third class to expire at the third
subsequent annual meeting of stockholders. At each
annual meeting of stockholders, successors to the
class of directors whose term expires at that annual
meeting shall be elected for a three year term and the
Preferred Stock Directors, if any, shall be elected for
a one year term, and each director elected shall hold
office until his successor is elected and qualifies, until
his death or until he shall have resigned or have been
removed as provided in these Bylaws, or as otherwise
provided by statute or the Charter. Any vacancy on
the Board of Directors may be filled in accordance
with Section 5 of this Article II. No reduction in the
number of directors shall have the effect of removing
any director from office prior to the expiration of his
term unless the director is specifically removed
pursuant to Section 4 of this Article II at the time of
the decrease. A director need not be a stockholder of
the Corporation, a citizen of the United States or a
resident of the State of Maryland.
SECTION 3. Resignation. A director
of the Corporation may resign at any time by giving
written notice of his resignation to the Board of
Directors or to the President or the Secretary of the
Corporation. Any resignation shall take effect
immediately upon its receipt or at such later time
specified in the resignation. Unless the resignation
states otherwise, acceptance of a resignation shall not
be necessary to make it effective.
SECTION 4. Removal of Directors.
Any director of the Corporation may be removed by
the stockholders, with or without cause, by a vote of a
majority of the votes entitled to be cast for the
election of directors.
SECTION 5. Vacancies. Subject to
the provisions of the Investment Company Act, any
vacancies in the Board of Directors, whether arising
from death, resignation, removal or any other cause
except an increase in the number of directors, shall be
filled by a vote of the majority of the directors then in
office even though that majority is less than a
quorum, provided that no vacancy or vacancies shall
be filled by action of the remaining directors if, after
the filling of the vacancy or vacancies, fewer than
two-thirds of the directors then holding office shall
have been elected by the stockholders of the
Corporation. A majority of the entire Board in office
at the time of the increase may fill a vacancy that
results from an increase in the number of directors.
In the event that at any time a vacancy exists in any
office of a director that may not be filled by the
remaining directors, a special meeting of the
stockholders shall be held as promptly as possible and
in any event within sixty (60) days, for the purpose of
filling the vacancy or vacancies. Pursuant to the
Corporation's election to be subject to Section 3-
804(c)(3) of the MGCL, any director elected by the
Board of Directors to fill a vacancy shall hold office
for the remainder of the full term of the class of
directors in which the vacancy occurred and until a
successor is elected and qualifies or until his earlier
death, resignation or removal.
SECTION 6. Place of Meetings.
Meetings of the Board of Directors may be held at
any place that the Board of Directors may from time
to time determine or that is specified in the notice of
the meeting.
SECTION 7. Regular Meetings.
Regular meetings of the Board of Directors may be
held without notice at the time and place determined
by the Board of Directors.
SECTION 8. Special Meetings.
Special meetings of the Board of Directors may be
called by a majority of the directors of the
Corporation or by the President.
SECTION 9. Annual Meeting. The
annual meeting of the Board of Directors shall be
held as soon as practicable after the meeting of
stockholders at which the directors were elected. No
notice of such annual meeting shall be necessary if
held immediately after the adjournment, and at the
site, of the meeting of stockholders. If not so held,
notice shall be given as hereinafter provided for
special meetings of the Board of Directors.
SECTION 10. Notice of Special
Meetings. Notice of each special meeting of the
Board of Directors shall be given by the Secretary or
the President as hereinafter provided. Each notice
shall state the time and place of the meeting and shall
be delivered to each director, either personally or by
telephone or other standard form of
telecommunication, at least twenty-four (24) hours
before the time at which the meeting is to be held, or
by first-class mail, postage prepaid, addressed to the
director at his residence or usual place of business,
and mailed at least three (3) days before the day on
which the meeting is to be held.
SECTION 11. Waiver of Notice of
Meetings. Notice of any special meeting need not be
given to any director who shall, either before or after
the meeting, sign a written waiver of notice that is
filed with the records of the meeting or who shall
attend the meeting.
SECTION 12. Quorum and Voting.
A majority of the members of the entire Board of
Directors shall be present in person at any meeting of
the Board so as to constitute a quorum for the
transaction of business at the meeting, and, except as
otherwise expressly required by statute, the Charter,
these Bylaws, the Investment Company Act, or any
other applicable statute, the act of a majority of the
directors present at any meeting at which a quorum is
present shall be the act of the Board. In the absence
of a quorum at any meeting of the Board, a majority
of the directors present may adjourn the meeting to
another time and place, and notice of any adjourned
meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the
time and place were announced at the meeting at
which the adjournment was taken, to the other
directors. At any adjourned meeting at which a
quorum is present, any business may be transacted
that might have been transacted at the meeting as
originally called.
SECTION 13. Organization. The
President or, in his absence or inability 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.
SECTION 14. Committees. The
Board of Directors may designate one (1) or more
committees of the Board of Directors, each consisting
of one (1) or more directors. To the extent provided
in the resolution and permitted by law, the committee
or committees shall have and may exercise the
powers of the Board of Directors in the management
of the business and affairs of the Corporation. Any
committee or committees shall have the name or
names determined from time to time by resolution
adopted by the Board of Directors. Each committee
shall keep regular minutes of its meetings and provide
those minutes to the Board of Directors when
required. The members of a committee present at any
meeting, whether or not they constitute a quorum,
may appoint a director to act in the place of an absent
member.
SECTION 15. Written Consent of
Directors in Lieu of a Meeting. Subject to the
provisions of the Investment Company Act, any
action required or permitted to be taken at any
meeting of the Board of Directors or of any
committee of the Board may be taken without a
meeting if all members of the Board or committee, as
the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the
proceedings of the Board or committee.
SECTION 16. Telephone
Conference. Members of the Board of Directors or
any committee of the Board may participate in any
Board or committee meeting by means of a
conference telephone or similar communications
equipment by means of which all persons
participating in the meeting can hear each other at the
same time. Participation by such means shall
constitute presence in person at the meeting.
SECTION 17. Compensation. Each
director shall be entitled to receive such
compensation, if any, as may from time to time be
fixed by the Board of Directors, including a fee for
each meeting of the Board or any committee thereof,
regular or special, he attends. Directors may also be
reimbursed by the Corporation for all reasonable
expenses incurred in traveling to and from the place
of a Board or committee meeting.
SECTION 18. Reliance. Each
director and officer of the Corporation shall, in the
performance of his or her duties with respect to the
Corporation, be entitled to rely on any information,
opinion, report or statement, including any financial
statement or other financial data, prepared or
presented by an officer or employee of the
Corporation whom the director or officer reasonably
believes to be reliable and competent in the matters
presented, by a lawyer, certified public accountant
or other person, as to a matter which the director or
officer reasonably believes to be within the person's
professional or expert competence, or, with respect
to a director, by a committee of the Board of
Directors on which the director does not serve, as to
a matter within its designated authority, if the
director reasonably believes the committee to merit
confidence.
SECTION 19. Ratification. The
Board of Directors or the stockholders may ratify
and make binding on the Corporation any action or
inaction by the Corporation or its officers to the
extent that the Board of Directors or the
stockholders could have originally authorized the
matter. Moreover, any action or inaction questioned
in any stockholders' derivative proceeding or any
other proceeding on the ground of lack of authority,
defective or irregular execution, adverse interest of
a director, officer or stockholder, non-disclosure,
miscomputation, the application of improper
principles or practices of accounting or otherwise,
may be ratified, before or after judgment, by the
Board of Directors or by the stockholders, and if so
ratified, shall have the same force and effect as if
the questioned action or inaction had been
originally duly authorized, and such ratification
shall be binding upon the Corporation and its
stockholders and shall constitute a bar to any claim
or execution of any judgment in respect of such
questioned action or inaction.
SECTION 20. Emergency
Provisions. Notwithstanding any other provision in
the charter or these Bylaws, this Section 20 shall
apply during the existence of any catastrophe, or
other similar emergency condition, as a result of
which a quorum of the Board of Directors under
Article III of these Bylaws cannot readily be
obtained (an "Emergency"). During any
Emergency, unless otherwise provided by the Board
of Directors, (i) a meeting of the Board of Directors
or a committee thereof may be called by any
director or officer by any means feasible under the
circumstances; (ii) notice of any meeting of the
Board of Directors during such an Emergency may
be given less than 24 hours prior to the meeting to
as many directors and by such means as may be
feasible at the time, including publication, television
or radio; and (iii) the number of directors necessary
to constitute a quorum shall be one-third of the
entire Board of Directors.
ARTICLE III
OFFICERS, AGENTS AND EMPLOYEES
SECTION 1. Number and
Qualifications. The officers of the Corporation shall
be a President, a Secretary and a Treasurer, each of
whom shall be elected by the Board of Directors.
The Board of Directors may elect or appoint one (1)
or more Vice Presidents and may also appoint any
other officers, agents and employees it deems
necessary or proper. Any two (2) or more offices
may be held by the same person, except the office of
President and Vice President, but no officer shall
execute, acknowledge or verify in more than one
capacity any instrument required by law to be
executed, acknowledged or verified in more than one
capacity. Officers shall be elected by the Board of
Directors each year at its first meeting held after the
annual meeting of stockholders, each to hold office
until the meeting of the Board following the next
annual meeting of the stockholders and until his
successor shall have been duly elected and shall have
qualified, until his death or until he shall have
resigned or have been removed, as provided by these
Bylaws. The Board of Directors may from time to
time elect such officers (including one or more
Assistant Vice Presidents, one or more Assistant
Treasurers and one or more Assistant Secretaries) and
may appoint, or delegate to the President the power to
appoint, such agents as may be necessary or desirable
for the business of the Corporation. Such other
officers and agents shall have such duties and shall
hold their offices for such terms as may be prescribed
by the Board or by the appointing authority.
SECTION 2. Resignations. Any
officer of the Corporation may resign at any time by
giving written notice of his resignation to the Board
of Directors, the President or the Secretary. Any
resignation shall take effect immediately upon its
receipt or at such later time specified in the
resignation. Unless otherwise stated in the
resignation, the acceptance of a resignation shall not
be necessary to make it effective.
SECTION 3. Removal of Officer,
Agent or Employee. Any officer, agent or employee
of the Corporation may be removed by the Board of
Directors, with or without cause, at any time if the
Board of Directors in its judgment finds that the best
interests of the Corporation will be served thereby,
and the Board may delegate the power of removal as
to agents and employees not elected or appointed by
the Board of Directors. Removal shall be without
prejudice to the person's contract rights, if any, but
the appointment of any person as an officer, agent or
employee of the Corporation shall not of itself create
contract rights.
SECTION 4. Vacancies. A vacancy
in any office, whether arising from death, resignation,
removal or any other cause, may be filled for the
unexpired portion of the term of the office that shall
be vacant, in the manner prescribed in these Bylaws
for the regular election or appointment to the office.
SECTION 5. Compensation. The
compensation of the officers of the Corporation shall
be fixed by the Board of Directors, but this power
may be delegated to any officer with respect to other
officers under his control.
SECTION 6. Bonds or Other
Security. If required by the Board, any officer, agent
or employee of the Corporation shall give a bond or
other security for the faithful performance of his
duties, in an amount and with any surety or sureties
as the Board may require.
SECTION 7. President. The
President shall be the chief executive officer of the
Corporation and shall preside at all meetings of the
stockholders and of the Board of Directors. The
President shall, subject to the control of the Board of
Directors, have general charge of the business and
affairs of the Corporation and may employ and
discharge employees and agents of the Corporation,
except those elected or appointed by the Board, and
he may delegate these powers.
SECTION 8. Vice President. Each
Vice President shall have the powers and perform the
duties that the Board of Directors or the President
may from time to time prescribe.
SECTION 9. Treasurer. Subject to
the provisions of any contract that may be entered
into with any custodian pursuant to authority granted
by the Board of Directors, the Treasurer shall have
charge of all receipts and disbursements of the
Corporation and shall have or provide for the custody
of the Corporation's funds and securities; he shall
have full authority to receive and give receipts for all
money due and payable to the Corporation, and to
endorse checks, drafts and warrants, in its name and
on its behalf, and to give full discharge for the same;
he shall deposit all funds of the Corporation, except
those that may be required for current use, in such
banks or other places of deposit as the Board of
Directors may from time to time designate; and he
shall, in general, perform all duties incident to the
office of Treasurer and such other duties as may from
time to time be assigned to him by the Board of
Directors or the President.
SECTION 10. Secretary. The
Secretary shall:
(a) Keep or cause to be kept,
in one or more books provided for the purpose, the
minutes of all meetings of the Board of Directors, the
committees of the Board and the stockholders;
(b) See that all notices are
duly given in accordance with the provisions of these
Bylaws and as required by law;
(c) Be custodian of the
records and the seal of the Corporation and affix and
attest the seal to all stock certificates of the
Corporation (unless the seal of the Corporation on
such certificates shall be a facsimile, as hereinafter
provided) and affix and attest the seal to all other
documents to be executed on behalf of the
Corporation under its seal;
(d) See that the books,
reports, statements, certificates and other documents
and records required by law to be kept and filed are
properly kept and filed; and
(e) In general, perform all the
duties incident to the office of Secretary and such
other duties as from time to time may be assigned to
him by the Board of Directors or the President.
SECTION 11. Delegation of Duties.
In case of the absence of any officer of the
Corporation, or for any other reason that the Board of
Directors may deem sufficient, the Board may confer
for the time being the powers or duties, or any of
them, of such officer upon any other officer or upon
any director.
ARTICLE IV
STOCK
SECTION 1. Stock Certificates. To
the extent provided by the Board of Directors, each
holder of stock of the Corporation shall be entitled to
have a certificate or certificates representing shares of
stock of the Corporation owned by him. Such
certificates shall be in a form approved by the Board,
signed by or in the name of the Corporation by the
President or a Vice President and by the Secretary or
an Assistant Secretary or the Treasurer or an
Assistant Treasurer and sealed with the seal of the
Corporation. Any or all of the signatures or the seal
on the certificate may be facsimiles. In case any
officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer,
transfer agent or registrar before the certificate is
issued, it may nevertheless be issued by the
Corporation with the same effect as if the officer,
transfer agent or registrar was still in office at the date
of issue.
SECTION 2. Stock Ledger. There
shall be maintained a stock ledger containing the
name and address of each stockholder and the
number of shares of stock of each class the
stockholder holds. The stock ledger may be in
written form or any other form which can be
converted within a reasonable time into written form
for visual inspection. The original or a duplicate of
the stock ledger shall be kept at the principal office of
the Corporation, at the office of the transfer agent for
such shares or at any other office or agency specified
by the Board of Directors.
SECTION 3. Transfers of Shares.
Transfers of shares of stock of the Corporation shall
be made on the stock records of the Corporation only
by the registered holder of the shares, or by his
attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary or with a
transfer agent or transfer clerk, and on surrender of
the certificate or certificates, if issued, for the shares
properly endorsed or accompanied by a duly executed
stock transfer power and the payment of all taxes
thereon. Except as otherwise provided by law, the
Corporation shall be entitled to recognize the
exclusive right of a person in whose name any share
or shares stand on the record of stockholders as the
owner of the share or shares for all purposes,
including, without limitation, the rights to receive
dividends or other distributions and to vote as the
owner, and the Corporation shall not be bound to
recognize any equitable or legal claim to or interest in
any such share or shares on the part of any other
person.
SECTION 4. Regulations. The
Board of Directors may authorize the issuance of
uncertificated securities if permitted by law. If stock
certificates are issued, the Board of Directors may
make any additional rules and regulations, not
inconsistent with these Bylaws, as it may deem
expedient concerning the issue, transfer and
registration of certificates for shares of stock of the
Corporation. The Board may appoint, or authorize
any officer or officers to appoint, one or more transfer
agents or one or more transfer clerks and one or more
registrars and may require all certificates for shares of
stock to bear the signature or signatures of any of
them.
SECTION 5. Lost, Destroyed or
Mutilated Certificates. The holder of any certificate
representing shares of stock of the Corporation shall
immediately notify the Corporation of its loss,
destruction or mutilation, and the Corporation may
issue a new certificate of stock in the place of any
certificate issued by it that has been alleged to have
been lost or destroyed or that shall have been
mutilated. The Board may, in its absolute discretion,
require the owner (or his legal representative) of a
lost, destroyed or mutilated certificate to give to the
Corporation a bond in a sum, limited or unlimited,
and form and with any surety or sureties, as the Board
in its absolute discretion shall determine, to
indemnify the Corporation against any claim that may
be made against it on account of the alleged loss or
destruction of any such certificate or issuance of a
new certificate. Anything herein to the contrary
notwithstanding, the Board of Directors may, in its
absolute discretion, refuse to issue any such new
certificate, except pursuant to legal proceedings under
the MGCL.
SECTION 6. Fixing of Record Date
for Dividends, Distributions, etc. The Board may fix,
in advance, a date not more than ninety (90) days
preceding the date fixed for the payment of any
dividend or the making of any distribution or the
allotment of rights to subscribe for securities of the
Corporation, or for the delivery of evidences of rights
or evidences of interests arising out of any change,
conversion or exchange of common stock or other
securities, as the record date for the determination of
the stockholders entitled to receive any such
dividend, distribution, allotment, rights or interests,
and in such case only the stockholders of record at the
time so fixed shall be entitled to receive such
dividend, distribution, allotment, rights or interests.
SECTION 7. Information to
Stockholders and Others. Any stockholder of the
Corporation or his agent may, during the
Corporation's usual business hours, inspect and copy
the Corporation's Bylaws, minutes of the proceedings
of its stockholders, annual statements of its affairs
and voting trust agreements on file at its principal
office.
ARTICLE V
INDEMNIFICATION AND INSURANCE
SECTION 1. Indemnification of
Directors and Officers. Any person who was or is a
party or is threatened to be made a party in any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is
a current or former director or officer of the
Corporation, or is or was serving while a director or
officer of the Corporation at the request of the
Corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another domestic or
foreign corporation, partnership, joint venture, trust,
enterprise or employee benefit plan shall be
indemnified by the Corporation against judgments,
penalties, fines, excise taxes, settlements and
reasonable expenses (including attorneys' fees)
actually incurred by such person in connection with
such action, suit or proceeding to the fullest extent
permissible under the MGCL and the Investment
Company Act, as those statutes are now or hereafter
in force, except that such indemnity shall not protect
any such person against any liability to the
Corporation 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").
SECTION 2. Advances. Any current
or former director or officer of the Corporation
claiming indemnification within the scope of this
Article V shall be entitled to advances from the
Corporation for payment of the reasonable expenses
incurred by him in connection with proceedings to
which he is a party in the manner and to the fullest
extent permissible under the MGCL and the
Investment Company Act, as those statutes are now
or hereafter in force; provided, however, that the
person seeking indemnification shall provide to the
Corporation a written affirmation of his good faith
belief that the standard of conduct necessary for
indemnification by the Corporation has been met and
a written undertaking to repay any such advance, if it
should ultimately be determined that the standard of
conduct has not been met, and provided further that at
least one (1) of the following additional conditions is
met: (a) the person seeking indemnification shall
provide a security in form and amount acceptable to
the Corporation for his undertaking; (b) the
Corporation is insured against losses arising by
reason of the advance; or (c) a majority of a quorum
of directors of the Corporation who are neither
"interested persons" as defined in Section 2(a)(19) of
the Investment Company Act, nor parties to the
proceeding ("disinterested non-party directors"), or
independent legal counsel, in a written opinion, shall
determine, based on a review of facts readily-
available to the Corporation at the time the advance is
proposed to be made, that there is reason to believe
that the person seeking indemnification will
ultimately be found to be entitled to indemnification.
SECTION 3. Procedure. At the
request of any current or former director or officer, or
any employee or agent whom the Corporation
proposes to indemnify, the Board of Directors shall
determine, or cause to be determined, in a manner
consistent with the MGCL and the Investment
Company Act, as those statutes are now or hereafter
in force, whether the standards required by this
Article V and Section 2-418 of the MGCL have been
met; provided, however, that indemnification shall be
made only following: (a) a final decision on the
merits by a court or other body before whom the
proceeding was brought that the person to be
indemnified was not liable by reason of disabling
conduct or (b) in the absence of such a decision, a
reasonable determination, based upon a review of the
facts, that the person to be indemnified was not liable
by reason of disabling conduct, by (i) the vote of a
majority of a quorum of disinterested non-party
directors or (ii) an independent legal counsel in a
written opinion.
SECTION 4. Indemnification of
Employees and Agents. Employees and agents who
are not officers or directors of the Corporation may be
indemnified, and reasonable expenses may be
advanced to such employees or agents, in accordance
with the procedures set forth in this Article V to the
extent permissible under the MGCL and the
Investment Company Act, as those statutes are now
or hereafter in force, and to such further extent,
consistent with the foregoing, as may be provided by
action of the Board of Directors or by contract.
SECTION 5. Other Rights. The
indemnification provided by this Article V shall not
be deemed exclusive of any other right, with respect
to indemnification or otherwise, to which those
seeking such indemnification may be entitled under
any insurance or other agreement, vote of
stockholders or disinterested directors or otherwise,
both as to action by a director or officer of the
Corporation in his capacity as such and as to action
by such person in another capacity while holding
such office or position, and 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.
SECTION 6. Insurance. The
Corporation shall have the power to purchase and
maintain 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, partner, trustee, employee, agent or fiduciary
of another domestic or foreign corporation,
partnership, joint venture, trust, enterprise or
employee benefit plan, against any liability asserted
against and incurred by him in any such capacity or
arising out of his status as such, whether or not the
Corporation would have the power to indemnify him
against such liability.
ARTICLE VI
SEAL
The seal of the Corporation shall be circular
in form and shall bear the name of the Corporation,
the year of its incorporation, the words "Corporate
Seal" and "Maryland" and any emblem or device
approved by the Board of Directors. The seal may be
used by causing it or a facsimile to be impressed or
affixed or in any other manner reproduced, or by
placing the word "(Seal)" adjacent to the signature of
the authorized officer of the Corporation.
ARTICLE VII
FISCAL YEAR
SECTION 1. Fiscal Year. The
Corporation's fiscal year shall be fixed by the Board
of Directors.
SECTION 2. Accountant.
(a) The Corporation shall
employ an independent public accountant or a
nationally-recognized firm of independent public
accountants as its Accountant to examine the
accounts of the Corporation and to certify financial
statements of the Corporation. The Accountant's
certificates and reports shall be addressed both to the
Board of Directors and to the stockholders. The
employment of the Accountant shall be conditioned
upon the right of the Corporation to terminate the
employment forthwith without any penalty by vote of
a majority of the outstanding voting securities at any
stockholders' meeting called for that purpose.
(b) A majority of the
members of the Board of Directors who are not
"interested persons" (as such term is defined in the
Investment Company Act) of the Corporation shall
select the Accountant at any meeting held within
thirty (30) days before or after the beginning of the
fiscal year of the Corporation or before the annual
stockholders' meeting in that year. Such selection
shall be submitted for ratification or rejection at the
next succeeding annual stockholders' meeting. If
such meeting shall reject such selection, the
Accountant shall be selected by majority vote of the
Corporation's outstanding voting securities, either at
the meeting at which the rejection occurred or at a
subsequent meeting of stockholders called for that
purpose.
(c) Any vacancy occurring
between annual meetings, due to the resignation of
the Accountant, may be filled by the vote of a
majority of the members of the Board of Directors
who are not "interested persons" of the Corporation,
as that term is defined in the Investment Company
Act, at a meeting called for the purpose of voting on
such action.
ARTICLE VIII
CUSTODY OF SECURITIES
SECTION 1. Employment of a
Custodian. The Corporation shall place and at all
times maintain in the Custodian (including any sub-
custodian for the Custodian) all funds, securities and
similar investments owned by the Corporation. The
Custodian (and any sub-custodian) shall be an
institution conforming to the requirements of Section
17(f) of the Investment Company Act, and the rules
of the Securities and Exchange Commission
thereunder. The Custodian shall be appointed from
time to time by the Board of Directors, which shall
fix its remuneration.
Subject to such rules, regulations and
orders as the Securities and Exchange Commission
may adopt, the Corporation may direct the Custodian
to deposit all or any part of the securities owned by
the Corporation in a system for the central handling
of securities established by a national securities
exchange or a national securities association
registered with the Securities and Exchange
Commission, or otherwise in accordance with the
Investment Company Act, pursuant to which system
all securities of any particular class of any issuer
deposited within the system are treated as fungible
and may be transferred or pledged by bookkeeping
entry without physical delivery of such securities,
provided that all such deposits shall be subject to
withdrawal only upon the order of the Corporation or
the Custodian.
SECTION 2. Termination of
Custodian Agreement. Upon termination of the
Custodian Agreement or inability of the Custodian to
continue to serve, the Board of Directors shall
promptly appoint a successor Custodian, but in the
event that no successor Custodian can be found who
has the required qualifications and is willing to serve,
the Board of Directors shall call as promptly as
possible a special meeting of the stockholders to
determine whether the Corporation shall function
without a Custodian or shall be liquidated. If so
directed by vote of the holders of a majority of the
outstanding shares of stock entitled to vote of the
Corporation, the Custodian shall deliver and pay over
all property of the Corporation held by it as specified
in such vote.
ARTICLE IX
EXCLUSIVE FORUM FOR CERTAIN
LITIGATION
Unless the Corporation consents in
writing to the selection of an alternative forum, the
Circuit Court for Baltimore City, Maryland, or, if
that Court does not have jurisdiction, the United
States District Court for the District of Maryland,
Northern Division, shall be the sole and exclusive
forum for (a) any Internal Corporate Claim, as such
term is defined in Section 1-101(p) of the MGCL,
or any successor provision thereof, (b) any
derivative action or proceeding brought on behalf of
the Corporation, other than actions arising under
federal securities laws, (c) any action asserting a
claim of breach of any duty owed by any director or
officer or other employee of the Corporation to the
Corporation or to the stockholders of the
Corporation, (d) any action asserting a claim against
the Corporation or any director or officer or other
employee of the Corporation arising pursuant to any
provision of the MGCL or the Charter or these
Bylaws, or (e) any other action asserting a claim
against the Corporation or any director or officer or
other employee of the Corporation that is governed
by the internal affairs doctrine. None of the
foregoing actions, claims or proceedings may be
brought in any court sitting outside the State of
Maryland unless the Corporation consents in
writing to such court.
ARTICLE X
AMENDMENTS
These Bylaws may be amended or
repealed by the affirmative vote of a majority of the
Board of Directors at any regular or special meeting
of the Board of Directors, subject to the requirements
of the Investment Company Act.
Dated: December 4, 2019
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