EXHIBIT 2
BY-LAWS
OF
MAXIM SERIES FUND, INC.
ARTICLE I
Offices
Section 1. Principal Executive Office. The principal executive office of the
Corporation shall be at Great-West Plaza, 1675 Broadway, City of Denver, and
State of Colorado.
Section 2. Other Offices. The Corporation may have such other offices in such
places as the Board of Directors may from time to time determine.
ARTICLE II
Meetings of Stockholders
Section 1. Annual Meetings. An annual meeting of the stockholders of the
Corporation for the election of directors in accordance with and as required by
the provisions of these By-Laws and as otherwise required by statute, and for
the transaction of such other business as may properly be brought before the
meeting shall be held no later than one hundred twenty (120) days of the
occurrence of the event requiring the meeting, as shall be designated by the
Board of Directors. Any business of the Corporation may be transacted at the
annual meeting without being specifically designated in the notice, except such
business as is specifically required by statute to be stated in the notice.
Section 2. Special-Meetings. Special meetings of the stockholders, unless
otherwise provided by law or by the Articles of Incorporation, may be called for
any purpose or purposes by a majority of the Board of Directors, by the
President, or upon the written request of the holders of at least 25% of the
outstanding capital stock of the Corporation entitled to vote at such meeting.
Section 3. Place of Meetings. The annual meeting, and any special meetings, of
the stockholders shall be held at such place within the United States as the
Board of Directors may from time to time determine.
Section 4. Notice of Meetings, Waiver of Notice. Notice of the place, date, and
time of the holding of each annual or special meeting of the stockholders and
the purpose or purposes of each special meeting shall be given personally or by
mail, not less than ten nor more than sixty days before the date of such
meeting, to each stockholder entitled to vote at such meeting and to each other
stockholder entitled to notice of the meeting. Notice by mail shall be deemed to
be duly given when deposited in the United States mail addressed to the
stockholder at his address as it appears on the records of the Corporation, with
postage thereon prepaid.
Notice of any meeting of stockholders shall be deemed waived by any stockholder
who shall attend such meeting in person or by proxy, or who shall, either before
or after the meeting, submit a signed waiver of notice that is filed with the
records of the meeting. When a meeting is adjourned to another time and place,
unless the Board of Directors after the adjournment, shall fix a new record date
for an adjourned meeting, or unless the adjournment is for more than thirty
days, notice of such adjourned meeting need not be given if the time and place
to which the meeting shall be adjourned were announced at the meeting at which
the adjournment is taken.
Section 5. Quorum. At all meetings of the stockholders, the holders of a
majority of the shares of stock of the Corporation entitled to vote at the
meeting who are present in person or by proxy shall constitute a quorum for the
transaction of any business, except as otherwise provided by statute or by the
Articles of Incorporation or these By-Laws. In the absence of a quorum no
business may be transacted, except that the holders of a majority of the shares
of stock who are present in person or by proxy and who are entitled to vote may
adjourn the meeting from time to time without notice other than announcement
thereat except as otherwise required by these By-Laws, until the holders of the
requisite amount of shares of stock shall be so present. At any such adjourned
meeting at which a quorum may be present, any business may be transacted that
might have been transacted at the meeting as originally called. The absence from
any meeting, in person or by proxy, of holders of the number of shares of stock
of the Corporation in excess of a majority thereof that may be required by the
laws of the State of Maryland, the Investment Company Act of 1940, as amended,
or other applicable statute, the Articles of Incorporation, or these By-Laws for
action upon any given matter shall not prevent action at such meeting upon any
other matter or matters that may properly come before the meeting, if there
shall be present thereat, in person or by proxy, holders of the number of shares
of stock of the Corporation required for action in respect of such other matter
or matters.
Section 6. Organization. At each meeting of the stockholders, the Chairman of
the Board, if one has been designated by the Board, or in his absence or
inability to act, the President, or in the absence or inability to act of both
the Chairman of the Board and the President, any Vice-President, or any other
designated officer shall act as chairman of the meeting. The Secretary, or in
his absence or inability to act, any person appointed by the chairman of the
meeting, shall act as secretary of the meeting and keep the minutes thereof.
Section 7. Order of Business. The order of business at all meetings of the
stockholders shall be as determined by the Chairman of the meeting.
Section 8. Voting. Except as otherwise provided by statute or the Articles of
Incorporation, each holder of record of shares of stock of the Corporation
having voting power shall be entitled at each meeting of the stockholders to one
vote for each full share and a fractional vote for each fractional share,
standing in his name on the record of stockholders of the Corporation as of the
record date determined pursuant to Section 9 of this Article II or, if such
record date shall not have been so fixed, then at the later of (i) the close of
business on the day on which notice of the meeting is mailed or (ii) the
thirtieth day before the meeting.
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 such stockholder
or his attorney-in-fact. No proxy shall be valid after the expiration of eleven
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 where such proxy states that it is irrevocable and where an
irrevocable proxy is permitted by law.
Except as otherwise provided by statute, the Articles of Incorporation, or these
By-Laws, any corporate action to be taken by vote of the stockholders shall be
authorized by a majority of the total votes cast at a meeting of stockholders by
the holders of shares present in person or represented by proxy and entitled to
vote on such action; provided that, if any action is required to be taken by the
vote of a majority of the outstanding shares of all the stock or of any class of
stock, then such action shall be taken if approved by the lesser of (i) 67
percent or more of the shares present at a meeting in person or represented by
proxy, at which more than 50 percent of the outstanding shares are represented
or (ii) more than 50 percent of the outstanding shares.
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If a vote shall be taken on any question other than the election of directors,
which shall be by written ballot, then unless required by statute or these
By-Laws, or determined by the chairman of the meeting to be advisable, any such
vote need not be by ballot. On a vote by ballot, each ballot shall be signed by
the stockholder voting, or by his proxy, if there be such proxy, and shall state
the number of shares voted.
Section 9. Fixing of Record Date. The Board of Directors may fix, in advance, a
record date not more than ninety nor less than ten days before the date then
fixed for the holding of any meeting of the stockholders. All persons who were
holders of record of shares at such time, and no others, shall be entitled to
vote at such meeting and any adjournment thereof.
Section 10. Inspectors. The Board may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof. 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, and on the
request of any stockholder entitled to vote thereat shall, appoint inspectors.
Each inspector, before entering upon the discharge of his duties shall take and
sign an oath to execute faithfully the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors
shall determine the number of shares outstanding and the voting number of each,
the number of shares represented at the meeting, the existence of a quorum, the
validity and effort 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 such acts as are proper to conduct the election or vote in
fairness to all stockholders. On request of the chairman of the meeting or of
any stockholder entitled to vote thereat, 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 and election of directors.
Inspectors need not be stockholders.
Section 11. Consent of Stockholders in Lieu of Meeting. Except as otherwise
provided by statute or the Articles of Incorporation, 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 such 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: (i) a unanimous written
consent that sets forth the action and is signed by each stockholder entitled to
vote on the matter and (ii) a written waiver of any right to dissent signed by
each stockholder entitled to notice of the meeting but not entitled to vote
thereat.
ARTICLE III
Board of Directors
Section 1. General Powers. Except as otherwise provided in the Articles of
Incorporation, the business and affairs of the Corporation shall be managed by
the Board of Directors. The Board may exercise all the powers of the Corporation
and do all such lawful acts and things as are not by statute or the Articles of
Incorporation directed or required to be exercised or done by the stockholders.
Section 2. Number of Directors. The number of directors initially shall be five
(5) but such number may be changed 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 less than, three (3).
Any vacancy created by an increase in directors may be filled in accordance with
Section 6 of this Article III. No reduction in the number of directors shall
have the effect of removing any director from office before the expiration of
his term unless such director is specifically removed pursuant to Section 5 of
this Article III at the time of such reduction. Directors need not be
stockholders but the Board of Directors shall be comprised of persons eligible
to so serve under the Investment Company Act of 1940, as amended.
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Section 3. Election and Term of Directors. Directors shall be elected by
stockholders by written ballot at an annual meeting of stockholders or a special
meeting held for that purpose in accordance with and as required by these
By-Laws and as otherwise required by statute. The term of office of each
director shall begin from the time of his election and qualification until his
successor shall have been elected and shall have qualified, or, if earlier, the
death, resignation, or removal as hereinafter provided in these By-Laws or as
otherwise provided by statute or the Articles of Incorporation, of such
director.
Section 4. Resignation. A director of the Corporation may resign at any time by
giving written notice of his resignation to the Board, to the Chairman of the
Board, to the President, or to the Secretary. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective is not specified therein, immediately upon its receipt and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 5. Removal of Directors. Any director of the Corporation may be removed
by the stockholders by a vote of a majority of the votes entitled to be cast on
the matter at any meeting of stockholders, duly called and at which a quorum is
present.
Section 6. Vacancies. Any vacancies in the Board, whether arising from death,
resignation, removal, an increase in the number of directors, or from any other
cause, shall be filled by a vote of the majority of the Board of Directors then
in office even if such majority is less than a quorum, provided that no
vacancies shall be filled by action of the remaining directors, if after the
filling of said vacancy or vacancies, less than two-thirds of the directors then
holding office shall have been elected by the stockholders of the Corporation.
In the event that at any time there is a vacancy in any office of a director
which vacancy 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 days, for the purpose of filling said vacancy or vacancies. Any directors
elected or appointed to fill a vacancy shall hold office only until the next
annual meeting of stockholders of the Corporation and until a successor shall
have been chosen and shall have qualified or, if earlier, until the death,
resignation, or removal, as hereinafter provided in these By-Laws, or as
otherwise provided by statute or the Articles of Incorporation, of such
director.
Section 7. Place of Meetings. Meetings of the Board may be held at such place as
the Board may from time to time determine or as shall be specified in the notice
of such a meeting.
Section 8. Regular Meetings. Regular meetings of the Board may be held without
notice at such time as may be determined by the Board of Directors.
Section 9. Special Meetings. Special meetings of the Board may be called by two
or more directors of the Corporation, by the Chairman of the Board, or by the
President.
Section 10. Annual Meeting. The annual meeting of each newly elected 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 11. Notice of Special Meetings. Notice of each special meeting of the
Board shall be given by the Secretary as hereinafter provided, in which notice
shall be stated the time and place of the meeting. Notice of each such meeting
shall be delivered to each director, either personally or by telephone, cable,
or wireless, at least twenty-four hours before the time at which such meeting is
to be held, or by first-class mail, postage prepaid, addressed to him at his
residence or usual place of business, at least three days before the day on
which such meeting is to be held.
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Section 12. 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 or who shall attend such meeting. Except as otherwise
specifically required by these By-Laws, a notice or waiver of notice of any
meeting need not state the purposes of such meeting.
Section 13. Quorum and Voting. One-third, but not less than two, of the members
of the entire Board shall be present in person at any meeting of the Board in
order to constitute a quorum for the transaction of business at such meeting,
and, except as otherwise expressly required by the Articles of Incorporation,
these By-Laws, the Investment Company Act of 1940, as amended, or 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, provided,
however, that the approval of any contract with an investment adviser or
principal underwriter, as such terms are defined in the Investment Company Act
of 1940, as amended, that the Corporation enters into or any renewal or
amendment thereof, the approval of the fidelity bond required by the Investment
Company Act of 1940, as amended, and the selection of the Corporation's
independent public accountants shall each require the affirmative vote of a
majority of the directors who are not parties to any such contract or interested
persons of any such party. In the absence of a quorum at any meeting of the
Board, a majority of the directors present thereat may adjourn such meeting to
another time and place until a quorum shall be present thereat. Notice of the
time and place of any such adjourned meeting shall be given to the directors who
were not present at the time of the adjournment and, unless such time all 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 which might have been transacted at the meeting as
originally called.
Section 14. Organization. The Board may, by resolution adopted by a majority of
the entire Board, designate a Chairman of the Board, who shall preside at each
meeting of the Board. In the absence or inability of the Chairman of the Board
to preside at a meeting, 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 thereat. 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 thereof.
Section 15. Written Consent of Directors in Lieu of a Meeting. Any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if all members of the Board
or of the committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with minutes of the proceedings of the Board or
committee.
Section 16. Compensation. Directors may receive compensation for services to the
Corporation in their capacities as directors or otherwise in such manner and in
such amounts as may be fixed from time to time by the Board.
Section 17. Investment Policies. It shall be the duty of the Board of Directors
to ensure that the purchase, sale, retention and disposal of portfolio
securities and the other investment practices of the Corporation are at all
times consistent with the investment policies and restrictions with respect to
securities investments and otherwise of the Corporation, as recited in these
By-Laws and the current Prospectus of the Corporation filed from time to time
with the Securities Exchange Commission and as required by the Investment
Company Act of 1940, as amended. The Board, however, may delegate the duty of
management of the assets and the administration of its day-to-day operations to
an individual or corporate management company and/or investment adviser pursuant
to a written contract or contracts which have obtained the requisite approvals,
including the requisite approvals of renewals thereof, of the Board of Directors
and/or the stockholders of the Corporation in accordance with the provisions of
the Investment Company Act of 1940, as amended.
ARTICLE IV
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Committees
Section 1. Executive Committee. The Board may, by resolution adopted by a
majority of the entire Board, designate an Executive Committee consisting of two
or more of the directors of the Corporation, which committee shall have and may
exercise all the powers and authority of the Board with respect to all matters
other than:
(a) the submission to stockholders of any action requiring
authorization of stockholders pursuant to statute or the Articles of
Incorporation;
(b) the filling of vacancies on the Board of Directors;
(c) the fixing of compensation of the directors for serving on the
Board or on any committee of the Board, including the Executive
Committee;
(d) the approval or termination of any contract with an investment
adviser or principal underwriter, as such terms are defined in the
Investment Company Act of 1940, as amended, or the taking of any
other action required to be taken by the Board of Directors by the
Investment Company Act of 1940, as amended;
(e) the amendment or repeal of these By-Laws or the adoption of new
By-Laws;
(f) the amendment or repeal of any resolution of the Board that by
its terms may be amended or repealed only by the Board; and
(g) the declaration of dividends and the issuance of capital stock
of the Corporation. The Executive Committee shall keep written
minutes of its proceedings and shall report such minutes of the
Board. All such proceedings shall be subject to revision or
alteration by the Board; provided, however, that third parties shall
not be prejudiced by such revision or alteration.
Section 2. Audit Committee. The Board may, by resolution adopted by a majority
of the entire Board, designate an Audit Committee consisting of the
disinterested directors (trustees for Orchard; committee members for VAAA),
which committee shall have and may exercies the following powers and authority:
(a) recommend to Board of Directors the accounting firm to be selected
by the Board or to be recommended by it for shareholder approval;
(b) act on behalf of the Board in meeting and reviewing with the
independent auditors and appropriate officers matters relating to
corporate financial reporting and accounting procedures and policies,
adequacy of financial, accounting and operating controls and the
scope of the audits of the independent auditors and report thereon to
the Board of Directors;
(c) submit to the Board any recommendations it may have from time to
time with respect to financial reporting and accounting practices and
policies.
The Audit Committee shall keep written minutes of its proceedings
Section 3. Other Committees of the Board. The Board of Directors may from time
to time, by resolution adopted by a majority of the whole Board, designate one
or more other committees of the Board, each such committee to consist of such
number of directors and to have such powers and duties as the Board of Directors
may, by resolution, prescribe.
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Section 4. General. One-third, but not less than two, of the members of any
committee shall be present in person at any meeting of such committee in order
to constitute a quorum for the transaction of business at such meeting and the
act of a majority present shall be the act of such committee. The Board may
designate a chairman of any committee and such chairman or any two members of
any committee may fix the time and place of its meetings unless the Board shall
otherwise provide. In the absence or disqualification of any member of any
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. The Board shall
have the power at any time to change the membership of any committee, to fill
all vacancies, to designate alternate members to replace any absent or
disqualified member, or to dissolve any such committee. Nothing herein shall be
deemed to prevent the Board from appointing one or more committees consisting
wholly or in part of persons who are not directors of the Corporation; provided,
however, that no such committee shall have or may exercise any authority or
power of the Board in the management of the business or affairs of the
Corporation.
ARTICLE V
Officers, Agents and Employees
Section 1. Number and Qualifications. The officers of the Corporation shall be a
President, who shall be a director of the Corporation, 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 or more Vice Presidents and may also appoint
such other officers, agents and employees as it may deem necessary or proper.
Any two or more offices may be held by the same person, except the offices of
President and Vice President, but no officer shall execute, acknowledge, or
verify any instrument in more than one capacity. Such officers shall be elected
by the Board of Directors each year at its first meeting held after the annual
meeting of the 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 or, if earlier, until the
death, resignation, or removal, as hereinafter provided in these By-Laws or as
otherwise provided by statute or the Articles of Incorporation, of such officer.
The Board may from time to time elect, or delegate to the President the power to
appoint, such officers (including one or more Assistant Vice Presidents, one or
more Assistant Treasurers, and one or more Assistant Secretaries) and 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, the Chairman of the
Board, the President, or the Secretary. Any such resignation shall take effect
at the time specified therein or, if the time when it shall become effective is
not specified therein, immediately upon its receipt; and, unless otherwise
specified therein, the acceptance of such 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, and the Board may delegate such power of removal as
to agents and employees not elected or appointed by the Board of Directors. Such
removal shall be without prejudice to such 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 from any other cause, may be filled for the unexpired
portion of the term of the office which shall be vacant, in the manner
prescribed in these By-Laws for the regular election or appointment to such
office.
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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 in respect of 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 such amount and with such surety or
sureties as the Board may require.
Section 7. President. The President shall be the chief executive officer of the
Corporation. In the absence of the Chairman of the Board (or if there be none),
he shall preside at all meetings of the stockholders and of the Board of
Directors. He shall have, subject to the control of the Board of Directors,
general charge of the business and affairs of the Corporation. He may employ and
discharge employees and agents of the Corporation, except such as shall be
appointed by the Board, and he may delegate these powers.
Section 8. Vice President. Each Vice President shall have such powers and
perform such duties as the Board of Directors or the President may from time to
time prescribe.
Section 9. Treasurer. The Treasurer shall:
(a) have charge and custody of, and be responsible for, all the
funds and securities of the Corporation, except those that the
Corporation has placed in the custody of a bank or trust company or
member of a national securities exchange (as that term is defined in
the Securities Exchange Act of 1934) pursuant to a written agreement
designating such bank or trust company or member of a national
securities exchange as custodian of the property of the Corporation;
(b) keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation;
(c) cause all moneys and other valuables to be deposited to the
credit of the Corporation;
(d) receive, and give receipts for, moneys due and payable to the
Corporation from any source;
(e) disburse the funds of the Corporation and supervise the
investment of its funds as ordered or authorized by the Board,
taking proper vouchers therefore; and
(f) in general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned
to him by the Board 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 the committees
of the Board, and of the stockholders;
(b) see that all notices are duly given in accordance with the
provisions of these By-Laws 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;
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(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 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 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 VI
Indemnification
Each officer, director, employee, or agent of the Corporation shall be
indemnified by the Corporation to the full extent permitted under the General
Laws of the State of Maryland, except that such indemnity shall not protect any
such person against any liability to the Corporation or its security holders to
which such person would otherwise be subjected by reason of disabling conduct,
consisting of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office. In the absence of
an adjudication on the merits by a court or administrative body that the person
seeking indemnification was not liable by reason of such disabling conduct,
indemnification shall be conditioned upon (i) the vote of a majority of
directors who are neither "interested persons" of the Corporation (as defined in
the Investment Company Act of 1940, as amended) nor parties to the proceeding
or, in the event that no quorum of such directors is available or if the quorum
of such directors so directs, (ii) the written opinion of independent legal
counsel, in either case based upon a review of the facts, determining that the
person to be indemnified was not liable by reason of such disabling conduct.
ARTICLE VII
Capital Stock
Section 1. Stock Certificates. Each holder of stock of the Corporation shall be
entitled upon request to have a certificate or certificates, in such form as
shall be approved by the Board, representing the number of shares of stock of
the Corporation owned by him; provided, however, that certificates for
fractional shares will not be delivered in any case. The certificates
representing shares of stock shall be 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 a facsimile. 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 such certificate shall be issued, it may be issued by the Corporation
with the same effect as if such officer, transfer agent, or registrar were still
in office at the date of issue.
Section 2. Books of Account and Record of Stockholders. There shall be kept at
the principal executive office of the Corporation, or at such other place as the
Corporation may deem necessary, correct and complete books and records of
account of all the business and transactions of the Corporation. There shall be
made available upon request of any stockholder, in accordance with Maryland law,
a record containing the number of shares of stock issued during a specified
period not to exceed twelve months and the consideration received by the
Corporation for each such share.
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 thereof, 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 such
shares properly
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endorsed or accompanied by a duly executed stock transfer power and on 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 such share or shares for all purposes including, without limitation, the
rights to receive dividends or other distributions and to vote as such 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 may make such additional rules and
regulations, not inconsistent with these By-Laws, as it may deem expedient
concerning the issue, transfer, and registration of certificates for shares of
stock of the Corporation. It 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 registrants 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
certificates representing shares of stock of the Corporation shall immediately
notify the Corporation of any loss, destruction, or mutilation of such
certificate, and the Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it that the owner thereof shall
allege to have been lost or destroyed or which shall have been mutilated, and
the Board may, in its discretion, require such owner or his legal representative
to give to the Corporation a bond in such sum as the Board may determine to be
sufficient and in such form and with such 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, in its absolute discretion,
may refuse to issue any such new certificate, except pursuant to legal
proceedings under the laws of the State of Maryland.
Section 6. Fixing of a Record Date for Dividends and Distributions. The Board
may fix, in advance, a date not more than sixty 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 evidence 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. Registered Owner of Shares. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Maryland.
Section 8. Information to Stockholders and Others. Any stockholder of the
Corporation or his agent may inspect and copy during usual business hours the
Corporation's By-Laws, minutes of the proceedings of its stockholders, annual
statements of its affairs, and voting trust agreements on file at its principal
office.
Section 9. Involuntary Redemption of Shares. Subject to policies established by
the Board of Directors, the Corporation shall have the right to involuntarily
redeem shares of its common stock if at any time the value of a stockholder's
investment in the Corporation is less than $500.
ARTICLE VIII
Seal
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The seal of the Corporation shall be circular in form and shall bear, in
addition to any other emblem or device approved by the Board of Directors, the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal" and "Maryland". Said seal may be used by causing it or a facsimile thereof
to be impressed or affixed or in any other manner reproduced.
ARTICLE IX
Fiscal Year
Unless otherwise determined by the Board, the fiscal year of the Corporation
shall end on the 31st day of December each year.
ARTICLE X
Depositories and Custodians
Section 1. Depositories. The funds of the Corporation shall be deposited with
such banks or other depositories as the Board of Directors of the Corporation
may from time to time determine.
Section 2. Custodians. All securities and other investments shall be deposited
in the safekeeping of such banks or other companies as the Board of Directors of
the Corporation may from time to time determine. Every arrangement entered into
with any bank or other company for the safekeeping of the securities and
investments of the Corporation shall contain provisions complying with the
Investment Company Act of 1940, as amended, and the general rules and
regulations thereunder.
ARTICLE XI
Execution of Instruments
Section 1. Checks, Notes, Drafts, etc. Checks, notes, drafts, acceptances, bills
of exchange, and other orders or obligations for the payment of money shall be
signed by such officer or officers or person or persons as the Board of
Directors by resolution shall from time to time designate.
Section 2. Sale or Transfer of Securities. Stock certificates, bonds, or other
securities at any time owned by the Corporation may be held on behalf of the
Corporation or sold, transferred, or otherwise disposed of subject to any limits
imposed by Article XIV of these By-Laws and pursuant to authorization by the
Board and, when so authorized to be held on behalf of the Corporation or sold,
transferred or otherwise disposed of, may be transferred from the name of the
Corporation by the signature of the President, a Vice President, the Treasurer,
the Assistant Treasurer, the Secretary, or the Assistant Secretary.
ARTICLE XII
Independent Public Accountants
The firm of independent public accountants that shall sign or certify the
financial statements of the Corporation that are filed with the Securities and
Exchange Commission shall be selected annually by the Board of Directors and
ratified by the year stockholders in accordance wit the provisions of the
Investment Company Act of 1940, as amended.
ARTICLE XIII
Annual Statement
The books of account of the Corporation shall be examined by an independent firm
of public accountants at the close of each annual period of the Corporation and
at such other times as may be directed by the Board. A report to the
stockholders based upon each such examination shall be mailed to each
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stockholder of the Corporation of record on such date with respect to each
resort as may be determined by the Board, at his address as the same appears on
the books of the Corporation. Such annual statement shall also be available at
the annual meeting of stockholders and be placed on file at the Corporation's
principal office in the State of Maryland. Each such report shall show the
assets and liabilities of the Corporation as of the close of the annual or
quarterly period covered by the report and the securities in which the funds of
the Corporation were then invested. Such report shall also show the
Corporation's income and expenses for the period from the end of the
Corporation's preceding fiscal year to the close of the annual or quarterly
period covered by the report and any other information required by the
Investment Company Act of 1940, as amended, and shall set forth such other
matters as the Board or such firm of independent public accountants shall
determine.
ARTICLE XIV
Fundamental Policies
Section 1. Policies Applicable to All Portfolios.
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(a) It is the fundamental policy of the Corporation to follow the
investment objectives that are set forth in the Prospectus contained
in the Registration Statement of the Corporation at the time such
Registration Statement initially was declared effective.
(b) It is the fundamental policy of the Corporation not to:
1. (a) Invest more than 15% of its total assets (taken at
market value at the time of each investment) in the
obligations (excluding repurchase agreements) of any one
bank, or invest more than 5% of such assets in the
securities (other than United States Government or
government agency securities) of any one issuer other than a
bank (but including repurchase agreements with any one
bank); and
(b) Purchase more than either (i) 10% in principal amount of
the outstanding debt securities of an issuer, or (ii) 10% of
the outstanding voting securities of an issuer, except that
such restrictions shall not apply to securities issued or
guaranteed by the United States government or its agencies,
bank money instruments or bank repurchase agreements.
2. Invest more than 25% of its total assets (taken at market
value at the time of each investment) in the securities of
issuers primarily engaged in the same industry; utilities
will be divided according to their services: for example,
gas, gas transmission, electric and telephone each will be
considered a separate industry for purposes of this
restriction. Provided that this limitation shall not apply
to the purchase of obligations or guaranteed by the United
States Government, its agencies or instrumentalities,
certificates of deposit issued by banks, and bankers'
acceptances.
3. Alone, or together with any other investor, make investments
for the purpose of exercising control over, or management
of, any issuer.
4. Purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition, or
reorganization, or by purchase in the open market of
securities of closed-end investment companies where no
underwriter or dealer's commission or profit, other than
customary broker's commission, is involved, and only if
immediately thereafter not more than 10% of the
Corporation's total assets, taken at market value, would be
invested in such securities.
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5. Purchase or sell interests in oil, gas, or other mineral
exploration or development programs, commodities, commodity
contracts or real estate, except that the Corporation may
purchase securities of issuers which invest or deal in any
of the above.
6. Purchase any securities on margin (except that the
Corporation may obtain such short-term credit as may be
necessary for the clearance of purchases and sales of
portfolio securities) or make short sales of securities or
maintain a short position.
7. Make loans, except as provided in (8) below and except
through the purchase of obligations in private placements
(the purchase of publicly-traded-obligations not being
considered the making of a loan).
8. Lend the portfolio securities of the Corporation in excess
of 20% of its total assets taken at market value at the time
of the loan, nor make any loan of any portfolio securities
if such loan is at variance with the guidelines set forth in
the currently effective prospectus.
9. Issue senior securities, or borrow amounts in excess of 10%
of its total assets, taken at market value at the time of
the borrowing, and then only from banks as a temporary
measure for extraordinary or emergency purposes.
10. Mortgage, pledge, hypothecate, or in any manner transfer, as
security for indebtedness, any securities owned or held by
the Corporation except as may be necessary in connection
with borrowings mentioned in (9) above, and then such
mortgaging, pledging or hypothecating may not exceed 10% of
its total assets, taken at market value at the time thereof.
In order to comply with certain state statutes, the
Corporation will not, as a matter of operating policy,
mortgage, pledge, or hypothecate its portfolio securities to
the extent that at any time the percentage of the value of
pledged securities will exceed 10% of the value of its
shares.
11. Underwrite securities of other issuers except insofar as the
Corporation may be deemed an underwriter under the
Securities Act of 1933 in selling portfolio securities.
12. Write, purchase or sell puts, calls, or combinations
thereof.
13. Invest in securities of foreign issuers if at the time of
acquisition more than 10% of its total assets, taken at
market value at the time of the investment, would be
invested-in such securities. However, up to 25% of the total
assets of the Corporation may be invested in securities (i)
issued, assumed or guaranteed by foreign governments, or
political subdivisions or instrumentalities thereof, (ii)
assumed or guaranteed by domestic issuers, including
Eurodollar securities, or (iii) issued, assumed or
guaranteed by foreign issuers having a class of securities
listed for trading on the New York Stock Exchange, or on a
major Canadian exchange.
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Section 2. Additional Portfolios. If at any time the Fund establishes more than
one Portfolio, it shall be the fundamental policy of the Corporation to follow
the respective investment objectives for each Portfolio as set forth in the
Prospectus contained in the Registration Statement of the Corporation as may be
filed with respect to such Portfolios, at the time such Registration Statement
initially is declared effective. It shall also be the fundamental policy of the
Corporation to observe the restrictions and limitation set forth in Section 1(b)
of this Article with regard to each Portfolio on an individual basis.
ARTICLE XV
Amendments
These By-Laws or any of them may be amended, altered, or repealed at any regular
meeting of the stockholders or at any special meeting of the stockholders at
which a quorum is present or represented, provided that notice of the proposed
amendment, alteration, or repeal be contained in the notice of such special
meeting. These By-Laws, or any of them except Article XIV hereof, may also be
amended, altered, 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. The
By-Laws, or any of them, set forth in Article XIV may be amended, altered, or
repealed only by the vote of majority of the outstanding shares of stock of the
Corporation, at a regular or special meeting of the stockholders, the notice of
which contains the proposed amendment, alteration, or repeal. A certified copy
of these By-Laws, as they may be amended from time to time, shall be kept at the
principal office of the Corporation.
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