NEUBERGER BERMAN HIGH
YIELD STRATEGIES FUND INC.
A Maryland
Corporation
AMENDED AND RESTATED
BYLAWS
December 14, 2023
TABLE
OF CONTENTS
Page
ARTICLE I...................................................................................................................................... 1
NAME OF CORPORATION, LOCATION OF OFFICES AND SEAL.............................. 1
Section 1. Name.................................................................................................................. 1
Section 2. Principal Offices................................................................................................. 1
Section 3. Seal..................................................................................................................... 1
ARTICLE II..................................................................................................................................... 1
STOCKHOLDERS.............................................................................................................. 1
Section 1. Annual Meetings................................................................................................. 1
Section 2. Special Meetings................................................................................................. 1
Section 3. Notice of Meetings.............................................................................................. 2
Section 4. Quorum and Adjournment of Meetings............................................................... 2
Section 5. Voting and Inspectors......................................................................................... 2
Section 6. Validity of Proxies.............................................................................................. 3
Section 7. Stock Ledger and List of Stockholders................................................................ 3
Section 8. Action Without Meeting..................................................................................... 4
Section 9. Nomination......................................................................................................... 4
Section 10. Stockholder Proposal........................................................................................ 6
Section 11. Accuracy of Information................................................................................... 8
Section 12. Organization..................................................................................................... 8
ARTICLE III.................................................................................................................................... 9
BOARD OF DIRECTORS................................................................................................... 9
Section 1. Powers................................................................................................................ 9
Section 2. Number and Term of Directors........................................................................... 9
Section 3. Election............................................................................................................... 9
Section 4. Vacancies and Newly Created
Directorships....................................................... 9
Section 5. Removal............................................................................................................ 10
Section 6. Chair of the Board............................................................................................. 10
Section 7. Annual and Regular Meetings........................................................................... 10
Section 8. Special Meetings............................................................................................... 10
Section 9. Waiver of Notice............................................................................................... 11
Section 10. Quorum and Voting........................................................................................ 11
Section 11. Action Without a Meeting............................................................................... 11
Section 12. Compensation of Directors.............................................................................. 11
Section 13. Non-Disclosure Agreement............................................................................. 11
Section 14. Requirement to Adhere to Corporation
Policies.............................................. 11
ARTICLE IV.................................................................................................................................. 11
COMMITTEES.................................................................................................................. 11
Section 1. Organization..................................................................................................... 11
Section 2. Executive Committee........................................................................................ 12
Section 3. Proceedings and Quorum.................................................................................. 12
Section 4. Other Committees............................................................................................. 12
ARTICLE V................................................................................................................................... 12
OFFICERS......................................................................................................................... 12
Section 1. General............................................................................................................. 12
Section 2. Election, Tenure and Qualifications.................................................................. 12
Section 3. Vacancies and Newly Created Officers............................................................. 12
Section 4. Removal and Resignation................................................................................. 13
Section 5. Chief Executive Officer.................................................................................... 13
Section 6. President........................................................................................................... 13
Section 7. Chief Operating Officer.................................................................................... 13
Section 8. Vice President(s)............................................................................................... 13
Section 9. Treasurer and Assistant Treasurers.................................................................... 14
Section 10. Secretary and Assistant Secretaries................................................................. 14
Section 11. Chief Compliance Officer............................................................................... 14
Section 12. Subordinate Officers....................................................................................... 15
Section 13. Remuneration.................................................................................................. 15
Section 14. Surety Bond.................................................................................................... 15
ARTICLE VI.................................................................................................................................. 15
CAPITAL STOCK............................................................................................................. 15
Section 1. Certificates of Stock.......................................................................................... 15
Section 2. Transfer of Shares............................................................................................. 16
Section 3. Stock Ledgers................................................................................................... 16
Section 4. Transfer Agents and Registrars......................................................................... 16
Section 5. Fixing of Record Date....................................................................................... 16
Section 6. Lost, Stolen or Destroyed Certificates............................................................... 16
ARTICLE VII................................................................................................................................ 17
FISCAL YEAR AND ACCOUNTANT............................................................................. 17
Section 1. Fiscal Year........................................................................................................ 17
Section 2. Accountant........................................................................................................ 17
ARTICLE VIII............................................................................................................................... 17
CUSTODY OF SECURITIES........................................................................................... 17
Section 1. Employment of a Custodian.............................................................................. 17
Section 2. Termination of Custodian Agreement............................................................... 17
Section 3. Other Arrangements.......................................................................................... 18
ARTICLE IX.................................................................................................................................. 18
INDEMNIFICATION AND INSURANCE....................................................................... 18
Section 1. Indemnification of Officers, Directors,
Employees and Agents......................... 18
Section 2. Insurance of Officers, Directors,
Employees and Agents................................... 18
Section 3. Amendment...................................................................................................... 18
ARTICLE X................................................................................................................................... 18
AMENDMENTS............................................................................................................... 18
Section 1. General............................................................................................................. 18
Section 2. By Stockholders Only....................................................................................... 19
ARTICLE XI…………………………….………………………………………………………19
EXCLUSIVE FORUM…………………………………………………………………19
AMENDED AND RESTATED
BYLAWS
OF
NEUBERGER BERMAN HIGH YIELD STRATEGIES FUND INC.
(A MARYLAND CORPORATION)
ARTICLE I
NAME OF CORPORATION,
LOCATION OF OFFICES AND SEAL
Section 1. Name. The name of the Corporation is Neuberger
Berman High Yield Strategies Fund
Inc.
Section 2. Principal Office. The principal office of the Corporation in the
State of Maryland shall be located in the City of Baltimore. The Corporation
may, in addition, establish and maintain such other offices and places of
business as the Board of Directors may, from time to time, determine.
Section 3. Seal. The corporate seal of the Corporation shall be
circular in form and shall bear the name of the Corporation, the year of its
incorporation, and the word “Maryland.” The form of the seal shall be subject
to alteration by the Board of Directors and the seal may be used by causing it
or a facsimile to be impressed or affixed or printed or otherwise reproduced.
Any officer or director of the Corporation shall have authority to affix the
corporate seal of the Corporation to any document requiring the same.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meetings. An annual meeting of stockholders shall be
held as required and for the purposes prescribed by the Investment Company Act
of 1940, as amended (“1940 Act”), and the laws of the State of Maryland
and for the election of directors and the transaction of such other business as
may properly come before the meeting, except that no annual meeting is required
to be held in any year in which the election of directors is not required to be
acted upon by the 1940 Act. Except for the first fiscal year of the
Corporation, the meeting shall be held annually at a date and time set by the
Board of Directors at the Corporation’s principal office or at such other place
within the United States as the Board of Directors shall select. Failure to hold
an annual meeting does not invalidate the Corporation’s existence or affect any
otherwise valid corporate acts.
Section 2. Special Meetings. Special meetings of stockholders may be called
at any time by the Chair of the Board (“Chair”), the Chief Executive Officer,
the President, any Vice President, or by a majority of the Board of Directors,
and shall be held at such date, time and place as may be stated in the notice
of the meeting.
A
special meeting of the stockholders may be called by the Secretary upon the
written request of the holders of shares entitled to vote a majority of all the
votes entitled to be cast at such meeting, provided
that (a) such request shall state the purpose of such meeting and the
matters proposed to be acted on, and (b) the stockholders requesting such
meeting shall have paid to the Corporation the reasonably estimated cost of
preparing and mailing the notice thereof, which the Secretary shall determine
and specify to such stockholders. The matters to be acted upon at any such
special meeting of stockholders shall be limited to only such matters as shall
be set forth in the Corporation’s notice of such meeting and brought properly
before the meeting in compliance with the procedures set forth in this Article
II.
If at any
time as a result of revocations of requests for a meeting, there are no longer
unrevoked requests from stockholders of record entitled to cast votes equal to
at least a majority of all the votes entitled to be cast at such meeting the
Secretary may refrain from mailing the notice of the meeting (and cancel the
meeting) or, if the notice of the meeting has been mailed, the Secretary may
revoke the notice of the meeting. Any request for a meeting received after a
revocation by the Secretary of a notice of a meeting shall be considered a
request for a new meeting.
Section 3.
Notice of Meetings. The Secretary shall cause notice of the place,
date and hour, and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, to be mailed, postage prepaid, not less than
ten nor more than 90 days before the date of the meeting, to each stockholder
entitled to vote at such meeting at his or her address as it appears on the
records of the Corporation at the time of such mailing. Notice shall be deemed
to be given when deposited in the United States mail addressed to the
stockholders as aforesaid. Notice of any stockholders' meeting need not be given
to any stockholder who shall sign a written waiver of such notice whether
before or after the time of such meeting, or to any stockholder who is present
at such meeting in person or by proxy. Notice of adjournment of a stockholders’
meeting to another time or place need not be given if such time and place are
announced at the meeting. Irregularities in the notice of any meeting to, or
the nonreceipt of any such notice by, any of the stockholders shall not
invalidate any action otherwise properly taken by or at any such meeting.
Section 4. Quorum and Adjournment of Meetings. The presence at any stockholders’ meeting, in
person or by proxy, of stockholders entitled to cast 33 1/3% of the votes
entitled to be cast at the meeting shall be necessary and sufficient to
constitute a quorum for the transaction of business. Subject to the rules
established by the chairperson of the stockholders’ meeting, in the absence of
a quorum, the holders of a majority of shares entitled to vote at the meeting
and present in person or by proxy, or, if no stockholder entitled to vote is
present in person or by proxy, the chairperson of the stockholders’ meeting or
any officer present entitled to preside or act as secretary of such meeting may
adjourn the meeting without determining the date of the new meeting or from
time to time without further notice to a date not more than 120 days after
the original record date. Any business that might have been transacted at the
meeting originally called may be transacted at any such adjourned meeting at
which a quorum is present.
Section 5. Voting and Inspectors. Except as otherwise provided in the Articles
of Incorporation or by applicable law, at each stockholders’ meeting each
stockholder shall be entitled to one vote for each share of stock of the
Corporation validly issued and outstanding and registered in his or her name on
the books of the Corporation on the record date fixed in accordance with these
Bylaws, except that no shares held by the Corporation shall be entitled to a
vote. If no record date has been fixed, the record date for the determination
of stockholders entitled to notice of or to vote at a meeting of stockholders
shall be the later of the close of business on the day on which notice of the meeting is mailed or the 30th day before the meeting, or,
if notice is waived by all stockholders, at the close of business on the tenth
day next preceding the day on which the meeting is held.
Except as otherwise provided in the Articles of
Incorporation or these Bylaws or as required by the 1940 Act, all matters
shall be decided by a vote of the majority of the votes validly cast. A
director shall be elected by a majority of the outstanding shares of the
Corporation entitled to vote thereon. The vote upon any question shall be by
ballot whenever requested by any person entitled to vote, but, unless such a
request is made, voting may be conducted in any way approved by the chairperson
of the meeting.
At any meeting at which there is an election of
Directors, the chairperson of the meeting may, and upon the request of the
holders of 10% of the stock entitled to vote in such election shall, appoint
one or more inspectors of election who shall first subscribe an oath or
affirmation to execute faithfully the duties of inspectors at such election
with strict impartiality and according to the best of their ability, and shall,
after the election, make a certificate of the result of the vote taken. No
candidate for the office of Director shall be appointed as an inspector.
Section 6.
Validity of Proxies. At all meetings of stockholders, every
stockholder of record entitled to vote thereat shall be entitled to vote either
in person or by proxy, which term shall include proxies provided through
written, electronic, telephonic, computerized, facsimile, telecommunication, or
telex communication. The right to vote by proxy shall exist only if the
instrument authorizing such proxy to act shall have been signed by the
stockholder or by his or her duly authorized attorney (who may be so authorized
by a writing or by any non-written means permitted by the laws of the State of
Maryland). Unless a proxy provides otherwise, it shall not be valid more than
eleven months after its date. All proxies shall be delivered to the
Secretary of the Corporation or to the person acting as Secretary of the
meeting before being voted, who shall decide all questions concerning
qualification of voters, the validity of proxies, and the acceptance or rejection
of votes; provided, however, all such questions shall be decided by the
inspector or inspectors of election if appointed. A proxy with respect to stock
held in the name of two or more persons shall be valid if executed by one of
them unless at or prior to exercise of such proxy the Corporation receives a
specific written notice to the contrary from any one of them. A proxy
purporting to be executed by or on behalf of a stockholder shall be deemed
valid unless challenged at or prior to its exercise.
Section 7. Stock Ledger and List of Stockholders. It shall be the duty of the Secretary or Assistant
Secretary of the Corporation to cause an original or duplicate stock ledger to
be maintained at the principal office of the Corporation or, if the
Corporation employs a transfer agent, at the office of the Corporation's
transfer agent. Such stock ledger may be in written form or any other form
capable of being converted into written form within a reasonable time for
visual inspection. Any one or more persons, each of whom has been a stockholder
of record of the Corporation for more than six months next preceding such
request, who owns in the aggregate 5% or more of the outstanding capital stock
of any class of the Corporation, may submit (unless the Corporation at the time
of the request maintains a duplicate stock ledger at its principal office in Maryland)
a written request to any officer of the Corporation or its resident agent in
Maryland for a list of the stockholders of the Corporation. Within 20 days
after such a request, there shall be prepared and filed at the Corporation’s
principal office in Maryland a list containing the names and addresses of all stockholders of the Corporation and the number of
shares of each class held by each stockholder, certified as correct by an
officer of the Corporation, by its stock transfer agent, or by its registrar.
Section 8. Action Without Meeting. Any action required or permitted to be taken
by stockholders at a meeting of stockholders may be taken without a meeting if
(a) all stockholders entitled to vote on the matter consent to the action
in writing or by electronic transmission, (b) all stockholders entitled to
notice of the meeting but not entitled to vote at it deliver a waiver in
writing or by electronic transmission of any right to dissent, and (c) the
consents and waivers are filed with the records of the meetings of
stockholders. Such consent shall be treated for all purposes as a vote at the
meeting.
Section 9. Nomination. Subject to the rights of
holders of any class or series of stock having a preference over the
Corporation's common stock as to dividends or upon liquidation, nominations for
the election of directors may be made by the Board of Directors or a committee
appointed by the Board of Directors or by any stockholder entitled to vote in
the election of directors. However, any stockholder entitled to vote in the
election of directors at a meeting may only nominate a director for whom that
stockholder would be entitled to vote and must do so by notice in writing
delivered or mailed by first-class United States mail, postage prepaid, to the
Secretary of the Corporation, and received by the Secretary at the principal
executive office of the Corporation (a) with respect to any nomination to
be introduced at an annual meeting of stockholders, not later than the close of
business on the 120th day prior to the first anniversary of the date
of mailing of the notice for the preceding year’s annual meeting nor earlier
than the close of business on the 150th day prior to the first
anniversary of the date of mailing of the notice for the preceding year’s annual
meeting; provided, however, that in the event that the date of mailing of the
notice for the annual meeting is advanced or delayed by more than 30 days from
the anniversary date of mailing of the notice for the preceding year’s annual
meeting, notice by the stockholder to be timely must be received no earlier
than the close of business on the 120th day prior to the date of
such annual meeting, and no later than the later to occur of (i) the close of
business on the 90th day prior to the date of such annual meeting or
(ii) the close of business on the 10th day following the day on
which public announcement of the date of such meeting is first made by the Corporation;
and (b) with respect to any nomination to be introduced at a special
meeting of stockholders, not earlier than the close of business on the 120th
day prior to such special meeting and not later than the close of business on
the later of (i) the 90th day prior to such special meeting or
(ii) the 10th day following the day on which public announcement is
first made of the date of the special meeting. In no event shall the public
announcement of a postponement of the mailing of the notice for an annual
meeting or of an adjournment or postponement of an annual meeting to a later
date or time commence a new time period for the giving of a stockholder’s
notice as described above.
Each such notice shall set forth:
(a) the name, age, business address and residence address of the person or
persons to be nominated; (b) with respect to each such nominee, whether the
stockholder who intends to make the nomination believes such nominee is, or is
not, an “interested person” of the Corporation, as defined in the 1940 Act, and
the basis for that belief together with such information regarding such nominee
(including, without limitation, a completed nominee questionnaire) that is
sufficient, in the discretion of the Board of Directors or any committee
thereof or any authorized officer of the Corporation, to make such
determination; (c) a representation that the stockholder who intends to
make the nomination is a holder of record or beneficial
owner of stock of the Corporation entitled to vote at such meeting for
each such nominee (together with such proof thereof as would meet the
requirements for proposals that are to be included in the Corporation’s proxy
statements pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or any successor to such Rule) and intends
to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (d) as to the stockholder who intends to
make the nomination and any Stockholder Associated Person (as defined below),
(i) the class and number of shares of stock which are owned by such stockholder
and all Stockholder Associated Persons, as of the date of such notice (which
information shall be supplemented by such stockholder not later than five
business days after the record date for the meeting to disclose such
information as of the record date), (ii) the nominee holder for, and number of
shares of stock owned beneficially but not of record by such stockholder and by
any Stockholder Associated Person, as of the date of such notice (which
information shall be supplemented by such stockholder not later than five
business days after the record date for the meeting to disclose such
information as of the record date), (iii) the date shares of stock
identified in (i) and (ii) were acquired and the investment intent of such
acquisition; and (iv) whether and the extent to which any hedging or other
transaction or series of transactions has been entered into, or any other
agreement, arrangement or understanding, whether written or oral (including any
derivative or short positions, profit interests, options, warrants, stock
appreciation or similar rights, hedging transactions, and borrowed or loaned
stock) has been made, by or on behalf of the nominee and any stockholder, the
effect or intent of which is to mitigate loss to or manage risk of share price
changes for, or to increase or decrease the voting power of, such stockholder
or any such Stockholder Associated Person or any proposed nominee, with respect
to any shares of stock of the Corporation, including any such activity effected
by the use of securities or other instruments of any other issuer
(collectively, “Hedging Activities”), in effect as of the date of such notice
(which information shall be supplemented by such stockholder not later than
five business days after the record date for the meeting to disclose such
information as of the record date); (e) as to the stockholder giving the notice
and any Stockholder Associated Person covered by this Section 9, the name
and address of such stockholder, as they appear on the Corporation’s stock
ledger and current name and address, if different; (f) to the extent known by
the stockholder giving the notice, the name and address of any other
stockholder supporting the nomination on the date of such stockholder’s notice;
(g) a representation whether the stockholder or any Stockholder Associated
Person intends to deliver a proxy statement and/or form of proxy to holders of
at least the percentage of the outstanding shares of stock required to approve
the nomination and/or otherwise to solicit proxies from stockholders in support
of the nomination; (h) all other information relating to the person or
persons to be nominated that is required to be disclosed in solicitations of
proxies for election of directors in an election contest (even if an election
contest is not involved), or is otherwise required, in each case pursuant to
Regulation 14A (or any successor provision) under the Exchange Act and the
rules thereunder; (i) a description of all agreements, arrangements, or
understandings (whether written or oral) between the nominee and any
stockholder related to, and any material interest of such stockholder in, such
nomination, including any anticipated benefit therefrom to such nominee; (j) a
description of all commercial and professional relationships and transactions
between or among the nominee or any stockholder, and any other person or
persons known to such nominee or stockholder to have a material interest in
such nomination, including the nominating stockholder and Stockholder
Associated Person; and (k) a statement certifying as to the completeness and
accuracy of the
information provided. The chairperson
of the meeting may refuse to acknowledge a nomination by any stockholder that
is not made in compliance with the foregoing procedure.
For purposes of this Section 9 and
Section 10 below, (a) the “date of mailing of the notice” shall mean the date
of the proxy statement for the solicitation of proxies for election of Directors
and (b) “public announcement” shall mean disclosure (i) in a press release
either transmitted to the principal securities exchange on which the
Corporation’s common stock is traded or reported by a recognized news service
or (ii) in a document publicly filed by the Corporation with the Securities and
Exchange Commission.
For
purposes of this Section 9 and Section 10 below, “Stockholder Associated
Person” of any stockholder shall mean (a) any person controlling,
controlled by or under common control with, directly or indirectly, or acting
in concert with, such stockholder (including, without limitation, any person
who is a member of a “group” for purposes of Section 13(d) of the Exchange Act,
or any successor provision, that includes such stockholder), (b) any beneficial
owner of shares of stock owned of record or beneficially by such stockholder and
(c) any person controlling, controlled by or under common control with any such
person named in (a) or (b).
Section 10. Stockholder
Proposal. Any stockholder who is
entitled to vote in the election of Directors and who meets the requirements of
the proxy rules under the Exchange Act, may submit to the Board of Directors a
proposal to be considered for submission to the stockholders of the Corporation
for their vote. Proposals for the Board’s consideration (other than proposals
made under Rule 14a-8 of the Exchange Act) must be submitted by notice in
writing delivered or mailed by first-class United States mail, postage prepaid,
to the Secretary of the Corporation, and received by the Secretary at the principal
executive office of the Corporation (a) with respect to any proposal to be
introduced at an annual meeting of stockholders, not later than the close of business
on 120th day prior to the first anniversary of the date of mailing
of the notice for the preceding year’s annual meeting nor earlier than the
close of business on the 150th day prior to the first anniversary of
the date of mailing of the notice for the preceding year’s annual meeting;
provided, however, that in the event that the date of mailing of the notice for
the annual meeting is advanced or delayed by more than 30 days from the
anniversary date of mailing of the notice for the preceding year’s annual
meeting, notice by the stockholder to be timely must be so received no earlier
than the close of business on the 120th day prior to the date of
such annual meeting, and no later than the later to occur of (i) the close of
business on the 90th day prior to the date of such annual meeting or
(ii) the close of business on the 10th day following the day on
which public announcement of the date of such meeting is first made by the
Corporation; and (b) with respect to any proposal to be introduced at a special
meeting of stockholders, not earlier than the close of business on the 120th
day prior to such special meeting and not later than the close of business on
the later of the 90th day prior to such special meeting or the 10th
day following the day on which public announcement is first made of the date of
the special meeting. In no event shall the public announcement of a
postponement of the mailing of the notice for such annual meeting or of an
adjournment or postponement of an annual meeting to a later date or time
commence a new time period for the giving of a stockholder’s notice as
described above.
Each such notice shall set forth:
(a) the proposal to be introduced, the reasons for proposing such business
at the meeting and any material interest in such business of such stockholder
and any Stockholder Associated Person (as defined
above), individually or in the aggregate, including any anticipated benefit to
the stockholder and any Stockholder Associated Person therefrom; (b) a
representation that the stockholder is a holder of record or beneficial owner
of stock of the Corporation entitled to vote on such proposal at such meeting
(together with such proof thereof as would meet the requirements for proposals
that are to be included in the Corporation’s proxy statements pursuant to Rule
14a-8 under the Exchange Act, or any successor to such Rule) and intends
to appear in person or by proxy at the meeting to introduce the proposal or
proposals, specified in the notice; (c) as to the stockholder giving the notice
and any Stockholder Associated Person, (i) the class and number of shares of
stock which are owned by such stockholder and all Stockholder Associated
Persons, as of the date of such notice (which information shall be supplemented
by such stockholder not later than five business days after the record date for
the meeting to disclose such information as of the record date), (ii) the
nominee holder for, and number of shares of stock owned beneficially but not of
record by such stockholder and by any Stockholder Associated Person, as of the
date of such notice (which information shall be supplemented by such
stockholder not later than five business days after the record date for the
meeting to disclose such information as of the record date), (iii) the date
shares of stock identified in (i) and (ii) were acquired and the
investment intent of such acquisition; and (iv) whether and the extent to which
any Hedging Activities (as defined above) have been made, by or on behalf of
any stockholder, in effect as of the date of such notice (which information
shall be supplemented by such stockholder not later than five business days
after the record date for the meeting to disclose such information as of the
record date); (d) as to the stockholder giving the notice and any Stockholder
Associated Person covered by this Section 10, the name and address of such
stockholder, as they appear on the Corporation’s stock ledger and current name
and address, if different; (e) to the extent known by the stockholder giving the
notice, the name and address of any other stockholder supporting the proposal
to be introduced on the date of such stockholder’s notice; (f) a representation
whether the stockholder or any Stockholder Associated Person intends to deliver
a proxy statement and/or form of proxy to holders of at least the percentage of
the outstanding shares of stock required to approve the proposal and/or
otherwise to solicit proxies from stockholders in support of the proposal; (g)
a description of any agreement, arrangement or understanding (whether written
or oral) with respect to the proposal between or among the stockholder and such
beneficial owner, any of their respective Stockholder Associated Persons, and
any other person or persons (including their names) in connection with the
proposal of such business and any material interest of such person or any
Stockholder Associated Person of such person, in such business, including any
anticipated benefit therefrom to such Person, or any Stockholder Associated
Person of such person; (h) a description of all commercial and professional
relationships and transactions between or among such stockholder and such
beneficial owners or their respective Stockholder Associated Person, and any
other person or persons known to such stockholder and such beneficial owners or
their respective Stockholder Associated Person to have a material interest in
the matter that is the subject of such notice; and (i) a statement certifying
as to the completeness and accuracy of the information provided.
The Board of Directors, or a
Committee of the Board acting through delegated authority, will determine
whether the proposal meets the requirements to be presented for a vote of
stockholders. The chairperson of the meeting may refuse to acknowledge the
introduction of any stockholder proposal not made in compliance with the
foregoing procedure.
Section
11. Accuracy of Information. Upon written request by the Secretary or the Board of Directors or any
committee thereof or any authorized officer of the Corporation, any stockholder
proposing a nominee for election as a Director or any proposal to be considered
for submission to the stockholders of the Corporation for their vote shall
provide, within five business days of delivery of such request (or such other
period as may be specified in such request), (a) written verification,
satisfactory, in the discretion of the Board of Directors or any committee
thereof or any authorized officer of the Corporation, to demonstrate the
accuracy of any information submitted by the stockholder pursuant to this
Article and (b) a written update of any information previously submitted by the
stockholder pursuant to this Article as of an earlier date. If information
submitted by any stockholder pursuant to this Article is not verified
satisfactorily in the discretion of the Board of Directors or any committee
thereof or any authorized officer of the Corporation, such information may be
deemed to be insufficient for purposes of this Article. If a stockholder fails
to provide such written verification or written update within such period, the
information as to which written verification or a written update was requested
shall be deemed not to have been provided in accordance with this Article.
Section 12. Organization. Every meeting of
stockholders shall be conducted by an individual appointed by the Board of
Directors to be chairperson of the meeting or, in the absence of such appointment
or appointed individual, by the Chair of the Board, if any, or, in the case of
a vacancy in the office or absence of the Chair of the Board, by one of the
following officers present at the meeting in the following order: the Vice
Chair of the Board, if any, the Chief Executive Officer, the President, any
Executive Vice Presidents in order of their rank and seniority, any Vice
Presidents in order of their rank and seniority, the Secretary, the Treasurer,
or, in the absence of such Director or officers, a chairperson chosen by the
stockholders by the vote of a majority of the votes cast by stockholders
present in person or by proxy. The Secretary, or, in the Secretary’s absence,
an Assistant Secretary, or, in the absence of both the Secretary and Assistant
Secretaries, an individual appointed by the Board of Directors, or, in the
absence of such appointment, an individual appointed by the chairperson of the
meeting shall act as secretary of the meeting. In the event that the Secretary
presides at a meeting of the stockholders, an Assistant Secretary, or, in the
absence of Assistant Secretaries, an individual appointed by the Board of
Directors or the chairperson of the meeting, shall record the minutes of the
meeting. The order of business and all other matters of procedure at any
meeting of stockholders shall be determined by the chairperson of the meeting.
The chairperson of the meeting may prescribe
such rules, regulations and procedures and take such action as, in the
discretion of such chairperson and without any action by the stockholders, are
appropriate for the proper conduct of the meeting, including, without
limitation, (a) restricting admission to the time set for the commencement
of the meeting; (b) limiting attendance at the meeting to stockholders of
record of the Corporation, their duly authorized proxies and other such individuals
as the chairperson of the meeting may determine; (c) limiting participation at
the meeting on any matter to stockholders of record of the Corporation entitled
to vote on such matter, their duly authorized proxies and other such
individuals as the chairperson of the meeting may determine; (d) limiting the
time allotted to questions or comments by participants; (e) determining when
and for how long the polls should be open and when the polls should be closed;
(f) maintaining order and security at the meeting; (g) removing any stockholder
or any other individual who refuses to comply with
meeting procedures, rules or guidelines as set forth by the chairperson of the
meeting; (h) concluding a meeting or recessing or adjourning the meeting to a
later date and time and at a place announced at the meeting; and (i) complying
with any state and local laws and regulations concerning safety and security.
Unless otherwise determined by the chairperson of the meeting, meetings of
stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Powers. Except as otherwise provided by operation of
law, by the Articles of Incorporation, or by these Bylaws, the business and
affairs of the Corporation shall be managed under the direction of and all the
powers of the Corporation shall be exercised by or under authority of its Board
of Directors.
Section 2. Number and Term of Directors. Except for the initial Board of Directors, the
Board of Directors shall consist of not fewer than three nor more than sixteen
Directors, as specified by a resolution of a majority of the entire Board of
Directors. Except for the initial Board of Directors, the Board of Directors
shall at all times be divided as equally as possible into three classes of
directors, designated Class I, Class II, and Class III. The
terms of office of Class I, Class II, and Class III directors
shall expire at the annual meeting of stockholders held in 2003, 2004, and 2005, respectively, and at each third annual meeting of stockholders
thereafter. At least one member of the Board of Directors shall be a person who
is not an “interested person” of the Corporation, as that term is defined in
the 1940 Act. All other directors may be interested persons of the
Corporation if the requirements of the 1940 Act and the rules and
regulations thereunder are met by the Corporation and its investment adviser.
Directors need not be stockholders of the Corporation. All acts done at any
meeting of the Directors or by any person acting as a Director, so long as his
or her successor shall not have been duly elected or appointed, shall, notwithstanding
that it be afterwards discovered that there was some defect in the election of
the Directors or of such person acting as a Director or that they or any of
them were disqualified, be as valid as if the Directors or such other person,
as the case may be, had been duly elected and were or was qualified to be
Directors or a Director of the Corporation. Each Director shall hold office
until his or her successor is elected and qualified or until his or her earlier
death, resignation or removal.
Section 3. Election. At the first annual meeting of stockholders,
Directors shall be elected by vote of the holders of a plurality of the shares
present in person or by proxy and entitled to vote thereon. Thereafter, except
as otherwise provided in these Bylaws, the Directors shall be elected by the
stockholders at a meeting held on a date fixed by the Board of Directors and a
Director shall be elected by a majority of the outstanding shares of the
Corporation entitled to vote thereon.
Section 4. Vacancies and Newly Created Directorships. If any vacancies shall occur in the Board of
Directors by reason of death, resignation, removal or otherwise, or if the
authorized number of Directors shall be increased, the Directors then in office
shall continue to act, and such vacancies (if not previously filled by the
stockholders) may be filled by a majority of the Directors then in office,
although less than a quorum, except that a newly created Directorship may be
filled only by a majority vote of the entire Board of Directors; provided,
however, that if the stockholders of any class of the
Corporation's capital stock are entitled separately to elect one or more
directors, a majority of the remaining directors elected by that class (if any)
may fill any vacancy among the number of directors elected by that class;
provided further, however, that, at any time that there are stockholders of the
Corporation, immediately after filling such vacancy at least two-thirds (2/3)
of the Directors then holding office shall have been elected to such office by
the stockholders of the Corporation. In the event that at any time, other than the
time preceding the first annual stockholders’ meeting, less than a majority of
the Directors of the Corporation holding office at that time were elected by the
stockholders, a meeting of the stockholders shall be held promptly and in any
event within 60 days for the purpose of electing Directors to fill any existing
vacancies in the Board of Directors, unless the Securities and Exchange
Commission shall by rule or order extend such period.
Section 5. Removal. At any stockholders’ meeting duly called,
provided a quorum is present, the stockholders may remove any director from
office, but only for cause, and may elect a successor or successors to
fill any resulting vacancies for the unexpired terms of the removed director or
directors. An affirmative vote of 75% of the then outstanding shares of the
Corporation’s capital stock entitled to vote for such director shall be required
to remove a director for cause. After the initial issuance of any shares of
the Corporation’s capital stock, this section may be amended only by the
affirmative vote of 75% of the shares of the Corporation outstanding.
Section 6. Chair of the Board. The Board of Directors may, but shall not be
required to, elect a Chair of the Board. Any Chair of the Board shall be
elected from among the Directors of the Corporation and may hold such office
only so long as he or she continues to be a Director. The Chair, if any, shall
preside at all stockholders’ meetings and at all meetings of the Board of
Directors, and may be ex officio a member of all committees of
the Board of Directors. The Chair, if any, shall have such powers and perform
such duties as may be assigned from time to time by the Board of Directors.
Section 7. Annual and Regular Meetings. The annual meeting of the Board of Directors
for choosing officers and transacting other proper business shall be held at
such time and place as the Board may determine. The Board of Directors from
time to time may provide by resolution for the holding of regular meetings and
fix their time and place within or outside the State of Maryland. Except as
otherwise provided in the 1940 Act, notice of such annual and regular
meetings need not be given, provided that notice of any change in the time or
place of such meetings shall be sent promptly to each Director not present at
the meeting at which such change was made, in the manner provided for notice of
special meetings. Except as otherwise provided under the 1940 Act, members
of the Board of Directors or any committee designated thereby may participate
in a meeting of such Board or committee by means of a conference telephone or
similar communications equipment that allows all persons participating in the
meeting to hear each other at the same time. Unless provided otherwise by
statute or regulation, participation in a meeting by such means shall
constitute presence in person at the meeting.
Section 8. Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by the Chair of the Board, the Chief Executive
Officer, the President (or, in the absence or disability of the President, by
any Vice President), the Treasurer or by two or more Directors, at the time and
place (within or without the State of Maryland) specified in the respective notice
or waivers of notice of such meetings. Notice of special meetings, stating the
time and place, shall be (a) mailed to each
Director at his or her residence or regular place of business at least three
days before the day on which a special meeting is to be held or
(b) delivered to him or her personally or transmitted to him or her by
telegraph, telecopy, telex, cable, wireless or other electronic means at
least one day before the meeting.
Section 9. Waiver of Notice. No notice of any meeting need be given to any
Director who is present at the meeting or who waives notice of such meeting in
writing or by electronic transmission (which waiver shall be filed with the
records of such meeting), either before or after the time of the meeting.
Section 10. Quorum and Voting. At all meetings of the Board of Directors, the
presence of one-half or more of the number of Directors then in office shall
constitute a quorum for the transaction of business, provided that there shall
be present at least two directors. In the absence of a quorum, a majority of
the Directors present may adjourn the meeting, from time to time, until a
quorum shall be present. The action of a majority of the Directors present at a
meeting at which a quorum is present shall be the action of the Board of
Directors, unless concurrence of a greater proportion is required for such
action by law, by the Articles of Incorporation or by these Bylaws.
Section 11. Action Without a Meeting. Except as otherwise provided under the
1940 Act, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting if a written consent which sets forth the action is given in writing or
by electronic transmission by each member of the Board of Directors or such
committee entitled to vote on the matter and filed in paper or electronic form
with the minutes of proceedings of the Board of Directors or committee.
Section 12. Compensation of Directors. Directors shall be entitled to receive such
compensation from the Corporation for their services as may from time to time
be determined by resolution of the Board of Directors. A Director who serves
the Corporation in any other capacity also may receive compensation for such
other services pursuant to a resolution of the Board of Directors.
Section 13. Non-Disclosure Agreement. If directed
by 2/3 of the Directors, a Director shall be required as a condition to his or
her service or continued service as a Director to execute and deliver to the
Corporation an agreement (in such form and with such content as the Board of
Directors shall approve) requiring all information received in a person’s
capacity as a Director of the Corporation to be held confidential.
Section 14. Requirement
to Adhere to Corporation Policies. If directed by 2/3 of the Directors, a
Director shall be required as a condition to his or her service or continued
service as a Director to execute and deliver to the Corporation an
acknowledgment of the policies of the Corporation upon taking office as a
Director and after any change in such policies of the Corporation. Failure to
adhere to any policies shall constitute grounds for the removal of the Director
for “cause.”
ARTICLE IV
COMMITTEES
Section 1. Organization. By resolution adopted by the Board of
Directors, the Board of Directors may designate one or more committees of the
Board, including an Executive Committee. The chair and any vice chair of each
such committee shall be elected by the committee from among its members. Each committee must be comprised of one or more
members, each of whom must be a Director and shall hold committee membership
at the pleasure of the Board. The Board of Directors shall have the power at
any time to change the members of such committees and to fill vacancies in the
committees. The Board of Directors may delegate to these committees any of its
powers, to the extent permitted by law.
Section 2. Executive Committee. Unless otherwise provided by resolution of the
Board of Directors, when the Board of Directors is not in session, the
Executive Committee, if one is designated by the Board, shall have and may
exercise all powers of the Board of Directors in the management of the business
and affairs of the Corporation that may lawfully be exercised by an Executive
Committee. The Chief Executive Officer and the President shall automatically be
members of the Executive Committee.
Section 3. Proceedings and Quorum. In the absence of an appropriate resolution of
the Board of Directors, each committee may adopt such rules and regulations
governing its proceedings, quorum and manner of acting as it shall deem proper
and desirable. In the event any member of any committee is absent from any
meeting, the members thereof present at the meeting, whether or not they
constitute a quorum, may appoint a member of the Board of Directors to act in
the place of such absent member.
Section 4. Other Committees. The Board of Directors may appoint other committees,
each consisting of one or more persons, who need not be Directors. Each such
committee shall have such powers and perform such duties as may be assigned to
it from time to time by the Board of Directors, but shall not exercise any
power which may lawfully be exercised only by the Board of Directors or a
committee thereof.
ARTICLE V
OFFICERS
Section 1. General. The
officers of the Corporation shall include a President, a Treasurer, a
Secretary, and a Chief Compliance Officer, and may include a Chief Executive
Officer, a Chief Operating Officer, one or more Executive Vice Presidents, one
or more Vice Presidents, one or more Assistant Treasurers or Assistant Secretaries
and such other officers as the Directors may determine.
Section 2. Election, Tenure and Qualifications. The officers of the Corporation, except those
appointed as provided in Section 12 of this Article V, may be elected by the
Board of Directors at its first meeting and officers may be elected at any
regular or special meeting of the Board thereafter. Each officer shall hold
office until his or her successor is elected and qualifies, his or her death,
or his or her resignation or removal in the manner hereinafter provided. Officers
of the Corporation are appointed by the Directors and serve at the pleasure of
the Board. Any person may hold one or more offices of the Corporation except that
no one person may serve concurrently as both President and Vice President. A
person who holds more than one office in the Corporation may not act in more
than one capacity to execute, acknowledge, or verify an instrument required by
law to be executed, acknowledged, or verified by more than one officer. No
officer need be a Director.
Section 3. Vacancies and Newly Created Officers. If any vacancy shall occur in any office by
reason of death, resignation, removal, disqualification or other cause, or if
any new office shall be created, such vacancies or newly created offices may be
filled by the Board of Directors at any regular or special meeting or, in the
case of any office created pursuant to Section 12 hereof, by any officer upon
whom such power shall have been conferred by the Board of Directors.
Section 4. Removal and Resignation. Any officer may be removed from office by the
vote of a majority of the members of the Board of Directors given at a regular
meeting or any special meeting called for such purpose, if the Board has
determined the best interests of the Corporation will be served by removal of
that officer. Any officer may resign from office at any time by delivering a
written resignation to the Board of Directors, the President, the Secretary, or
any Assistant Secretary. Unless otherwise specified therein, such resignation
shall take effect upon delivery.
Section 5. Chief Executive Officer. The Chief Executive Officer shall be the chief
executive officer of the Corporation and, in the absence of the Chair of the
Board of Directors or if no Chair of the Board has been elected, shall preside
at all stockholders’ meetings and at all meetings of the Board and shall in
general exercise the powers and perform the duties of a chief executive
officer. Subject to the supervision of the Board of Directors, the Chief
Executive Officer shall have general charge of the business, affairs and
property of the Corporation and general supervision over its officers,
employees and agents. Except as the Board of Directors may otherwise order, the
Chief Executive Officer may sign in the name and on behalf of the Corporation
all deeds, bonds, contracts, or agreements. The Chief Executive Officer may
perform any duties of the Chief Operating Officer and shall exercise such other
powers and perform such other duties as from time to time may be assigned by
the Board of Directors.
Section 6. President. At the request of the Chief Executive Officer,
or in the absence or in the event of the disability of the Chief Executive
Officer, the President may perform all the duties of the Chief Executive
Officer and, when so acting, shall have all the powers of and be subject to all
the restrictions upon the Chief Executive Officer. Except as the Board of
Directors may otherwise order, the President may sign in the name and on behalf
of the Corporation all deeds, bonds, contracts, or agreements, whether or not
the Chief Executive Officer is present and able to act. The President shall
exercise such other powers and perform such other duties as from time to time
may be assigned by the Board of Directors.
Section 7. Chief
Operating Officer. The Board of Directors may designate a Chief
Operating Officer. The Chief Operating Officer shall have general authority over
and general management and control of the business and affairs of the
Corporation and shall perform the duties customarily performed by chief
operating officers. In general, he or she shall discharge all duties incident
to the office of a chief operating officer and such other duties as may be
prescribed by the Directors and Chief Executive Officer from time to time.
Section 8. Vice President(s). The Executive Vice President shall have
such powers and perform such duties as from time to time may be assigned to him
or her by the Directors, the Chief Executive Officer, Chief Operating Officer
or the President. At the request or in the absence or disability of the
President, the Executive Vice President (or, if there are two or more Executive
Vice Presidents, then the senior Executive Vice President present and able to
act) shall perform all the duties of the President, including those set forth
in Section 6 of this Article, and, when so acting,
shall have all the powers of the President. The Vice President(s) shall have
such powers and perform such duties as the Directors, Chief Executive Officer,
or Executive Vice Presidents may determine. At the request or in the absence
or disability of the Executive Vice President(s), the Vice President (or, if
there are two or more Vice Presidents, then the senior of the Vice Presidents
present and able to act) shall perform all the duties of the Executive Vice
President(s) and, when so acting, shall have all the powers of the Executive
Vice President(s) for whom he or she is acting. Notwithstanding Section 8, the
Directors may designate an Executive Vice President or Vice President as the
principal financial officer of the Corporation or to serve one or more other functions.
If an Executive Vice President or Vice President is designated as principal
financial officer of the Corporation, he or she shall have general charge of
the finances and books of account of the Corporation and shall report to the
Directors annually regarding the financial condition of the Corporation as soon
as practicable after the close of the Corporation's fiscal year.
Section 9. Treasurer and Assistant Treasurers. Except as otherwise provided by the Board of
Directors, the Treasurer shall be the principal financial and accounting
officer of the Corporation and shall have general charge of the finances and
books of account of the Corporation. The Treasurer shall have general supervision
of the funds and property of the Corporation and of the performance by the
Custodian of its duties with respect thereto. The Treasurer shall render to the
Board of Directors, whenever directed by the Board, an account of the financial
condition of the Corporation and of all transactions as Treasurer; and as soon
as practicable after the close of each financial year the Treasurer shall make
and submit to the Board of Directors a like report for such financial year. The
Treasurer shall perform all acts incidental to the office of Treasurer, subject
to the control of the Board of Directors.
Any Assistant Treasurer may perform such duties
of the Treasurer as the Treasurer or the Board of Directors may assign, and, in
the absence of the Treasurer, may perform all the duties of the Treasurer.
Section 10. Secretary and Assistant Secretaries. The Secretary shall attend to the giving and
serving of all notices of the Corporation and shall record all proceedings of
the meetings of the stockholders and Directors in books to be kept for that
purpose. The Secretary shall keep in safe custody the seal of the Corporation,
and shall have responsibility for the records of the Corporation, including the
stock books and such other books and papers as the Board of Directors may
direct and such books, reports, certificates and other documents required by
law to be kept, all of which shall at all reasonable times be open to
inspection by any Director. The Secretary shall perform such other duties which
appertain to this office or as may be required by the Board of Directors.
Any Assistant Secretary may perform such duties
of the Secretary as the Secretary or the Board of Directors may assign, and, in
the absence of the Secretary, may perform all the duties of the Secretary.
Section 11. Chief Compliance Officer. The Board of Directors shall designate
a Chief Compliance Officer to the extent required by, and consistent with the
requirements of, the 1940 Act. The Chief Compliance Officer, subject to the
direction of and reporting to the Board of Directors, shall be responsible for
the oversight of the Corporation’s compliance with the federal securities laws
(as defined in Rule 38a-1 under the 1940 Act) and such other applicable regulatory requirements as the Board may specify. The
designation, compensation and removal of the Chief Compliance Officer must be
approved by the Board of Directors, including a majority of the directors who
are not “interested persons” (as such term is defined in Section 2(a)(19) of
the 1940 Act) of the Corporation. The Chief Compliance Officer shall perform
such executive, supervisory and management functions and duties as the Board of
Directors may assign to him or her from time to time.
Section 12. Subordinate Officers. The Board of Directors from time to time may
appoint such other officers and agents as it may deem advisable, each of whom
shall have such title, hold office for such period, have such authority and
perform such duties as the Board of Directors may determine. The Board of
Directors from time to time may delegate to one or more officers or agents the
power to appoint any such subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties. Any officer or
agent appointed in accordance with the provisions of this Section 12 may be
removed, either with or without cause, by any officer upon whom such power of
removal shall have been conferred by the Board of Directors.
Section 13. Remuneration. The salaries or other compensation of the
officers of the Corporation shall be fixed from time to time by resolution of
the Board of Directors in the manner provided by Section 12 of
Article III, except that the Board of Directors may by resolution delegate
to any person or group of persons the power to fix the salaries or other
compensation of any subordinate officers or agents appointed in accordance
with the provisions of Section 12 of this Article V.
Section 14. Surety Bond. The Board of Directors may require any officer
or agent of the Corporation to execute a bond (including, without limitation,
any bond required by the 1940 Act and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder) to the Corporation
in such sum and with such surety or sureties as the Board of Directors may
determine, conditioned upon the faithful performance of his or her duties to
the Corporation, including responsibility for negligence and for the accounting
of any of the Corporation’s property, funds or securities that may come into
his or her hands.
ARTICLE VI
CAPITAL STOCK
Section 1. Certificates of Stock. The interest of each stockholder of the
Corporation shall be evidenced by certificates for shares of stock in such form
as the Board of Directors may from time to time authorize, provided, however,
the Board of Directors may, in its discretion, authorize the issuance of
non-certificated shares. No certificate shall be valid unless it is signed by
the Chair of the Board, the President or a Vice President and countersigned by
the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer of the Corporation and sealed with the seal of the Corporation, or
bears the facsimile signatures of such officers and a facsimile of such seal.
In case any officer who shall have signed any such certificate, or whose
facsimile signature has been placed thereon, shall cease to be such an officer
(because of death, resignation or otherwise) before such certificate is
issued, such certificate may be issued and delivered by the Corporation with
the same effect as if he or she were such officer at the date of issue.
In the event that the Board of Directors
authorizes the issuance of non-certificated shares of stock, the Board of
Directors may, in its discretion and at any time, discontinue the issuance of
share certificates and may, by written notice to the
registered owners of each certificated share, require the surrender of share
certificates to the Corporation for cancellation. Such surrender and
cancellation shall not affect the ownership of shares of the Corporation.
Section 2. Transfer of Shares. Shares of stock of the Corporation shall be
transferable on the books of the Corporation by the holder of record thereof in
person or by his or her duly authorized attorney or legal representative
(a) upon surrender and cancellation of a certificate or certificates for
the same number of shares of the same class, duly endorsed or accompanied by
proper instruments of assignment and transfer, with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require, or (b) as otherwise prescribed by the Board of Directors. The
shares of stock of the Corporation may be freely transferred, and the Board of
Directors may, from time to time, adopt rules and regulations with reference to
the method of transfer of the shares of stock of the Corporation. The Corporation
shall be entitled to treat the holder of record of any share of stock as the absolute
owner thereof for all purposes, and accordingly shall not be bound to recognize
any legal, equitable or other claim or interest in such share on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise expressly provided by law or the statutes of the State of
Maryland.
Section 3. Stock Ledgers. The stock ledgers of the Corporation,
containing the names and addresses of the stockholders and the number of shares
held by them respectively, shall be kept at the principal office of the
Corporation or, if the Corporation employs a transfer agent, at the office of the
transfer agent of the Corporation.
Section 4. Transfer Agents and Registrars. The Board of Directors may from time to time
appoint or remove transfer agents and registrars of transfers for shares of
stock of the Corporation, and it may appoint the same person as both transfer
agent and registrar. Upon any such appointment being made all certificates
representing shares of capital stock thereafter issued shall be countersigned
by one of such transfer agents or by one of such registrars or by both and
shall not be valid unless so countersigned. If the same person shall be both
transfer agent and registrar, only one countersignature by such person shall be
required.
Section 5. Fixing of Record Date. The Board of Directors may fix in advance a
date as a record date for the determination of the stockholders entitled to
notice of or to vote at any stockholders’ meeting or any adjournment thereof, or
to express consent to corporate action in writing without a meeting, or to
receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action, provided that
(1) such record date shall be within 90 days prior to the date on which
the particular action requiring such determination will be taken; (2) the
transfer books shall not be closed for a period longer than 20 days; and
(3) in the case of a meeting of stockholders, the record date shall be at
least ten days before the date of the meeting.
Section 6. Lost, Stolen or Destroyed Certificates. Before issuing a new certificate for stock of
the Corporation alleged to have been lost, stolen or destroyed, the Board of
Directors or any officer authorized by the Board may, in its discretion,
require the owner of the lost, stolen or destroyed certificate (or his or her
legal representative) to give the Corporation a bond or other indemnity, in such
form and in such amount as the Board or any such officer may direct and with
such surety or sureties as may be satisfactory to the Board or any such
officer, sufficient to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.
ARTICLE VII
FISCAL YEAR AND ACCOUNTANT
Section 1. Fiscal Year. The fiscal year of the Corporation shall,
unless otherwise ordered by the Board of Directors, be twelve calendar months
ending on October 31, except as otherwise established by the Board of
Directors.
Section 2. Accountant.
A. The
Corporation shall employ an independent public accountant or a firm of
independent public accountants as its Accountant to examine the accounts of the
Corporation and to sign and certify financial statements filed by the
Corporation. The Accountant’s certificates and reports shall be addressed both
to the Board of Directors and to the stockholders. The employment of the
Accountant shall be conditioned upon the right of the Corporation to terminate
the employment forthwith without any penalty by vote of a majority of the
outstanding voting securities at any stockholders’ meeting called for that
purpose.
B. The
members of the Board of Directors who are not “interested persons” (as defined
in the 1940 Act) of the Corporation, acting by majority vote, shall select the
Accountant in accordance with the requirements of the 1940 Act.
C. Any
vacancy occurring between annual meetings due to the resignation of the
Accountant may be filled by the vote of a majority of the members of the Board
of Directors who are not interested persons.
ARTICLE VIII
CUSTODY OF SECURITIES
Section 1. Employment of a Custodian. As and to the extent required by the
1940 Act and the regulations thereunder, the Corporation shall place and
at all times maintain in the custody of a Custodian (including any
sub-custodian for the Custodian) all funds, securities and similar investments
owned by the Corporation. The Custodian (and any sub-custodian) shall be a bank
or trust company of good standing having an aggregate capital, surplus, and
undivided profits not less than fifty million dollars ($50,000,000) that
satisfies all applicable standards, financial or otherwise, pursuant to the
1940 Act or such other financial institution or other entity as shall be
permitted by rule or order of the Securities and Exchange Commission. The
Custodian shall be appointed from time to time by the Board of Directors, which
shall fix its remuneration.
Section 2. Termination of Custodian Agreement. Upon termination of the agreement for services
with the Custodian or inability of the Custodian to continue to serve, the
Board of Directors shall promptly appoint a successor Custodian, but in the
event that no successor Custodian can be found who has the required
qualifications and is willing to serve, the Board of Directors shall call as
promptly as possible a special meeting of the stockholders to determine whether
the Corporation shall function without a Custodian or shall be liquidated. If
so directed by resolution of the Board of Directors or by vote of the holders
of a majority of the outstanding shares of stock of the Corporation,
the Custodian shall deliver and pay over all property of the Corporation held
by it as specified in such vote.
Section 3. Other Arrangements. The Corporation may make such other
arrangements for the custody of its assets (including deposit arrangements) as may
be required by any applicable law, rule or regulation.
ARTICLE IX
INDEMNIFICATION AND INSURANCE
Section 1. Indemnification of Officers, Directors, Employees and Agents. The Corporation shall indemnify its present
and past directors, officers, employees and agents, and any persons who are
serving or have served at the request of the Corporation as a Director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, or enterprise, to the full extent provided and allowed by Section 2-418
of the Maryland General Corporate Law or a successor provision thereto
concerning corporations, as amended from time to time, or any other applicable
provisions of law. Notwithstanding anything herein to the contrary, no
Director, officer, investment adviser or principal underwriter of the
Corporation shall be indemnified in violation of Sections 17(h) and
(i) of the 1940 Act. Expenses incurred by any such person in defending any
proceeding to which he or she is a party by reason of service in the
above-referenced capacities shall be paid in advance or reimbursed by the
Corporation to the full extent permitted by law, including Sections 17(h)
and (i) of the 1940 Act and other applicable law (including Maryland law
and the 1940 Act). Corporation’s Transfer Agent shall have no rights to
indemnification, advances or insurance under this Article IX except as
approved by the Board.
Section 2. Insurance of Officers, Directors, Employees and Agents. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against that person and incurred by that person in or arising out of
his or her position, whether or not the Corporation would have the power to
indemnify him or her against such liability.
Section 3. Amendment. No amendment, alteration or repeal of this
Article or the adoption, alteration or amendment of any other provision of the
Articles of Incorporation or Bylaws inconsistent with this Article shall
adversely affect any right or protection of any person under this Article with
respect to any act or failure to act which occurred prior to such amendment,
alteration, repeal or adoption.
ARTICLE X
AMENDMENTS
Section 1. General. Except as provided in Section 2 of this
Article X, all Bylaws of the Corporation, whether adopted by the Board of
Directors or the stockholders, shall be subject to amendment, alteration or
repeal, and new Bylaws may be made by the affirmative vote of a majority
of either: (a) the holders of record of the outstanding shares of
stock of the Corporation entitled to vote, at any annual or special meeting,
the notice or waiver of notice of which shall have specified
or summarized the proposed amendment, alteration, repeal or new Bylaw; or
(b) the Directors, at any regular or special meeting the notice or waiver
of notice of which shall have specified or summarized the proposed amendment,
alteration, repeal or new Bylaw.
Section 2. By Stockholders Only. No amendment of any section of these Bylaws
shall be made except by the stockholders of the Corporation if the Bylaws
provide that such section may not be amended, altered or repealed except by the
stockholders. From and after the issue of any shares of the capital stock of
the Corporation, no amendment, alteration or repeal of this Article X shall be
made except by the affirmative vote of the holders of either: (a) more
than two-thirds of the Corporation’s outstanding shares present at a meeting
at which the holders of more than 50% of the outstanding shares are present in
person or by proxy, or (b) more than 50% of the Corporation’s outstanding
shares.
ARTICLE XI
EXCLUSIVE FORUM
Section 1. 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, to the fullest extent permitted
by law, be the sole and exclusive forum for (a) any Internal Corporate Claim,
as such term is defined in Section 1-101(p) of the Maryland General Corporation
Law (the “MGCL”), or any successor provision thereof, (b) any derivative action
or proceeding brought on behalf of the Corporation, (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 under, relating to, or
connected in any way with any provision of the MGCL or any other part of
Maryland statutory or common law or the Corporation’s Charter or these Bylaws
or federal law, including, but not limited to, the 1940 Act, 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. Any person or entity purchasing or otherwise
acquiring any interest in any security of the Fund shall be deemed to have
notice of, and consented to, the provisions of this Section.
Report of Independent Registered
Public Accounting Firm
To the Stockholders and
Board of Directors of Neuberger
Berman High Yield Strategies Fund Inc.
In planning and performing our audit
of the financial statements of Neuberger Berman High Yield Strategies Fund Inc.
(the “Fund”) as of and for the year ended October 31, 2023, in accordance with
the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), we considered the Fund’s internal control over financial reporting,
including controls over safeguarding securities, as a basis for designing our
auditing procedures for the purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form N-CEN, but not for the
purpose of expressing an opinion on the effectiveness of the Fund’s internal
control over financial reporting. Accordingly, we express no such opinion.
The management of the Fund is responsible
for establishing and maintaining effective internal control over financial
reporting. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
controls. A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with U.S. generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with U.S. generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of a company’s assets that could have a
material effect on the financial statements.
Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
A deficiency in internal control
over financial reporting exists when the design or operation of a control does
not allow management or employees, in the normal course of performing their
assigned functions, to prevent or detect misstatements on a timely basis. A
material weakness is a deficiency, or a combination of deficiencies, in
internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the company’s annual or interim
financial statements will not be prevented or detected on a timely basis.
Our
consideration of the Fund’s internal control over financial reporting was for
the limited purpose described in the first paragraph and would not necessarily
disclose all deficiencies in internal control that might be material weaknesses
under standards established by the PCAOB. However, we noted no deficiencies in
the Fund’s internal control over financial reporting and its operation,
including controls over safeguarding securities, that we consider to be a
material weakness as defined above as of October 31, 2023.
This report is intended solely
for the information and use of management and the Board of Directors of Neuberger
Berman High Yield Strategies Fund Inc. and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone other
than these specified parties.
/s/ Ernst &
Young LLP
Boston, Massachusetts
December 22, 2023
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