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Municipal Inflation Protected Fund, Inc., et al. – ‘N-2’ on 4/29/05 – EX-99.2B

On: Friday, 4/29/05, at 4:36pm ET · Accession #: 905148-5-2709 · File #s: 811-21762, 333-124480

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/29/05  Muni Inflation Protected Fd, Inc. N-2                    3:400K                                   Sidley Austin LLP/FA
          Municipal Inflation Protected Fund, Inc.

Registration Statement of a Closed-End Investment Company — Form N-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-2         Registration Statement of a Closed-End Investment     85    427K 
                          Company                                                
 2: EX-99.2A    Miscellaneous Exhibit                                  8     27K 
 3: EX-99.2B    Miscellaneous Exhibit                                 18     67K

EX-99.2B — Miscellaneous Exhibit

EX-99.2B 1st Page of 18 TOC ↑Top Previous Next ↓Bottom Just 1st
 
BY-LAWS 

OF  

MUNICIPAL INFLATION PROTECTED FUND, INC.  

ARTICLE I.  

Offices 
------- 

Section 1.01 Principal Office. The principal office of the Corporation
shall be in the City of Baltimore and State of Maryland.                        

 Section 1.02 Principal Executive Office. The principal executive office
of the Corporation shall be at 800 Scudders Mill Road, Plainsboro, New Jersey   
08536.                                                                          

 Section 1.03 Other Offices. The Corporation may have such other offices
in such places as the Board of Directors from time to time may determine.       

ARTICLE II.   

Meetings of Stockholders  
------------------------  

   Section 2.01 Annual Meeting. Except as otherwise required by the rules of
any stock exchange on which the Corporation's shares of stock may be listed,    
the Corporation shall not be required to hold an annual meeting of its          
stockholders in any year in which the election of directors is not required to  
be acted upon under the Investment Company Act of 1940, as amended (the         
"Investment Company Act"). In the event that the Corporation shall be required  
to hold an annual meeting of stockholders to elect directors under the          
Investment Company Act, such meeting shall be held no later than 120 days       
after the occurrence of the event requiring the meeting. Any stockholders'      
meeting held in accordance with this Section shall for all purposes constitute  
the annual meeting of stockholders for the year in which the meeting is held.   

In the event an annual meeting is required by the rules of a stock    
exchange on which the Corporation's shares of stock are listed, the annual      
meeting of the stockholders of the Corporation for the election of directors    
and for the transaction of such other business as may properly be brought       
before the meeting shall be held on such day and month of each year as shall    
be designated annually by the Board of Directors.                               

Section 2.02 Special Meetings. Special meetings of the stockholders,  
unless otherwise provided by law, may be called for any purpose or purposes by  
a majority of the Board of Directors, the President, or on the written request  
of the holders of at least 25% of the outstanding shares of capital stock of    
the Corporation entitled to vote at such meeting if they comply with Section    
2-502(b) or (c) of the Maryland General Corporation Law.                        

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Section 2.03 Place of Meetings. The annual meeting and any special    
meeting of the stockholders shall be held at such place as the Board of         
Directors from time to time may determine.                                      

 Section 2.04 Notice of Meetings; Waiver of Notice. Notice of the place,
date and time of the holding of each annual and special meeting of the          
stockholders and the purpose or purposes of each special meeting shall be       
given personally or by mail or transmitted to the stockholder by electronic     
mail to any electronic mail address of the stockholder or by any other          
electronic means, not less than ten nor more than 90 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 or her 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,        
either before or after the meeting, shall submit a signed waiver of notice      
which 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 120 days after the original record date, 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 2.05 Quorum. The presence in person or by proxy of the holders of
shares of stock entitled to cast one-third of the votes entitled to be cast     
shall constitute a quorum at any meeting of stockholders, except with respect   
to any matter which requires approval by a separate vote of one or more         
classes or series of stock, in which case the presence in person or by proxy    
of the holders of shares entitled to cast one-third of the votes entitled to    
be cast by each class or series entitled to vote as a separate class or series  
shall constitute a quorum. In the absence of a quorum no business may be        
transacted, except that the holders of a majority of the shares of stock        
present in person or by proxy and 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 which 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 which may be required by the laws   
of the State of Maryland, the Investment Company Act, or other applicable       
statute, the Charter, or these By-Laws, for action upon any given matter shall  
not prevent action at such meeting upon any other matter or matters which       
properly may 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 2.06 Organization. At each meeting of the stockholders, the   
Chairman of the Board (if one has been designated by the Board), or in his or   
her absence or inability to act, the President, or in the absence or inability  
to act of the Chairman of the Board and the President, a Vice President, shall  
act as chairman of the meeting. The Secretary, or in his or her absence or      

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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 2.07 Order of Business. The order of business at all meetings of
the stockholders shall be as determined by the chairman of the meeting.         

   Section 2.08 Business at Annual Meeting. No business may be transacted at
any meeting of stockholders, other than business that is either (a) specified   
in the notice of meeting (or any supplement thereto) given by or at the         
direction of the Board of Directors (or any duly authorized committee           
thereof), (b) otherwise properly brought before the meeting by or at the        
direction of the Board of Directors (or any duly authorized committee thereof)  
or (c) otherwise properly brought before any meeting by any stockholder of the  
Corporation (i) who is a stockholder of record on the date of the giving of     
the notice provided for in Article II, Section 2.04 of these By-Laws and on     
the record date for the determination of stockholders entitled to vote at any   
such meeting of stockholders as determined in accordance with Article II,       
Section 2.11 hereof and (ii) who complies with the notice procedures set forth  
in this Section 2.08.                                                           

In addition to any other applicable requirements, for business to be  
properly brought before a meeting by a stockholder, such stockholder must have  
given timely notice thereof in proper written form to the Secretary of the      
Corporation.                                                                    

 To be timely, a stockholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the             
Corporation (a) with respect to the Corporation's first annual meeting of       
stockholders, not later than the close of business on the tenth (10th)          
calendar day following the day on which public disclosure of the date on which  
the first annual meeting shall be held is first made (provided that such        
annual meeting shall be held within ninety (90) calendar days of such public    
disclosure of the date); and (b) thereafter, not less than sixty (60) calendar  
days nor more than ninety (90) calendar days prior to the anniversary date of   
the immediately preceding annual meeting of stockholders; provided, however,    
that in the event that the annual meeting is called for a date that is not      
within thirty (30) calendar days before or sixty (60) calendar days after such  
anniversary date, notice by the stockholder in order to be timely must be so    
received not later than the close of business on the later of the sixtieth      
(60th) calendar day prior to such annual meeting or the fifteenth (15th)        
calendar day following the day on which notice of the date of the annual        
meeting was mailed or public disclosure of the date of the annual meeting was   
made, whichever first occurs. For purposes of this Section 2.08, the date of a  
public disclosure shall include, but not be limited to, the date on which such  
disclosure is made in a press release reported by the Dow Jones News Services,  
the Associated Press or any comparable national news service or in a document   
publicly filed by the Corporation with the Securities and Exchange Commission   
pursuant to Sections 13, 14 or 15(d) (or the rules and regulations thereunder)  
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or     
pursuant to Section 30 (or the rules and regulations thereunder) of the         
Investment Company Act.                                                         

To be in proper written form, a stockholder's notice to the Secretary 
must set forth as to each matter such stockholder proposes to bring before the  
annual meeting (i) a brief description of the business desired to be brought    
before the annual meeting and the reasons for conducting such business at the   
annual meeting, (ii) the name and record address of such stockholder, (iii)     

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the class or series and number of shares of capital stock of the Corporation    
which are owned beneficially or of record by such stockholder, (iv) a           
description of all arrangements or understandings between such stockholder and  
any other person or persons (including their names) in connection with the      
proposal of such business by such stockholder and any material interest of      
such stockholder in such business and (v) a representation that such            
stockholder intends to appear in person or by proxy at the annual meeting to    
bring such business before the meeting.                                         

No business shall be conducted at the annual meeting of stockholders  
except business brought before the annual meeting in accordance with the        
procedures set forth in this Section 2.08, provided, however, that, once        
business has been properly brought before the annual meeting in accordance      
with such procedures, nothing in this Section 2.08 shall be deemed to preclude  
discussion by any stockholder of any such business. If the chairman of a        
meeting determines that business was not properly brought before the meeting    
in accordance with the foregoing procedures, the chairman shall declare to the  
meeting that the business was not properly brought before the meeting and such  
business shall not be transacted.                                               

 Section 2.09 Nomination of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as      
directors of the Corporation, except as may be otherwise provided in the        
Charter with respect to the right, if any, of holders of preferred stock of     
the Corporation to nominate and elect a specified number of directors in        
certain circumstances. Nominations of persons for election to the Board of      
Directors may be made at any annual meeting of stockholders, or at any special  
meeting of stockholders called for the purpose of electing directors, (a) by    
or at the direction of the Board of Directors (or any duly authorized           
committee thereof) or (b) by any stockholder of the Corporation (i) who is a    
stockholder of record on the date of the giving of the notice provided for in   
this Section 2.09 and on the record date for the determination of stockholders  
entitled to vote at such meeting and (ii) who complies with the notice          
procedures set forth in this Section 2.09.                                      

  In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof   
in proper written form to the Secretary of the Corporation.                     

 To be timely, a stockholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the             
Corporation (a) with respect to the Corporation's first annual meeting of       
stockholders, not later than the close of business on the tenth (10th)          
calendar day following the day on which public disclosure of the date on which  
the first annual meeting shall be held is first made (provided that such        
annual meeting shall be held within ninety (90) calendar days of such public    
disclosure of the date); (b) thereafter, in the case of an annual meeting, not  
less than sixty (60) calendar days nor more than ninety (90) calendar days      
prior to the anniversary date of the immediately preceding annual meeting of    
stockholders; provided, however, that in the event that the annual meeting is   
called for a date that is not within thirty (30) calendar days before or sixty  
(60) calendar days after such anniversary date, notice by the stockholder in    
order to be timely must be so received not later than the close of business on  
the later of the sixtieth (60th) calendar day prior to such annual meeting or   
the fifteenth (15th) calendar day following the day on which notice of the      
date of the annual meeting was mailed or public disclosure of the date of the   
annual meeting was made, whichever first occurs; and (c) in                     

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the case of a special meeting of stockholders called for the purpose of         
electing directors, not later than the close of business on the fifteenth       
(15th) day following the day on which notice of the date of the special         
meeting was mailed or public disclosure of the date of the special meeting was  
made, whichever first occurs. For purposes of this Section 2.09, the date of a  
public disclosure shall include, but not be limited to, the date on which such  
disclosure is made in a press release reported by the Dow Jones News Services,  
the Associated Press or any comparable national news service or in a document   
publicly filed by the Corporation with the Securities and Exchange Commission   
pursuant to Sections 13, 14 or 15(d) (or the rules and regulations thereunder)  
of the Exchange Act or pursuant to Section 30 (or the rules and regulations     
thereunder) of the Investment Company Act.                                      

To be in proper written form, a stockholder's notice to the Secretary 
must set forth (a) as to each person whom the stockholder proposes to nominate  
for election as a director (i) the name, age, business address and residence    
address of the person, (ii) the principal occupation or employment of the       
person, (iii) the class or series and number of shares of capital stock of the  
Corporation which are owned beneficially or of record by the person and (iv)    
any other information relating to the person that would be required to be       
disclosed in a proxy statement or other filings required to be made in          
connection with solicitations of proxies for election of directors pursuant to  
Section 14 of the Exchange Act and the rules and regulations promulgated        
thereunder; and (b) as to the stockholder giving the notice (i) the name and    
record address of such stockholder, (ii) the class or series and number of      
shares of capital stock of the Corporation which are owned beneficially or of   
record by such stockholder, (iii) a description of all arrangements or          
understandings between such stockholder and each proposed nominee and any       
other person or persons (including their names) pursuant to which the           
nomination(s) are to be made by such stockholder, (iv) a representation that    
such stockholder intends to appear in person or by proxy at the meeting to      
nominate the persons named in its notice and (v) any other information          
relating to such stockholder that would be required to be disclosed in a proxy  
statement or other filings required to be made in connection with               
solicitations of proxies for election of directors pursuant to Section 14 of    
the Exchange Act and the rules and regulations promulgated thereunder. Such     
notice must be accompanied by a written consent of each proposed nominee to     
being named as a nominee and to serve as a director if elected.                 

   No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section    
2.09. If the chairman of the meeting determines that a nomination was not made  
in accordance with the foregoing procedures, the chairman shall declare to the  
meeting that the nomination was defective and such defective nomination shall   
be disregarded.                                                                 

Section 2.10 Voting. Except as otherwise provided by statute or the   
Charter, 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 every share of such stock standing in his or her name on the record of      
stockholders of the Corporation as of the record date determined pursuant to    
Section 2.11 of this Article 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 (30) day before the       
meeting.                                                                        

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Each stockholder entitled to vote at any meeting of stockholders may  
authorize another person or persons to act for him or her as proxy by signing   
a writing authorizing another person to act as proxy. Such signing may be       
accomplished by the stockholder or the stockholder's authorized agent signing   
the writing or causing the stockholder's signature to be affixed to the         
writing by any reasonable means, including facsimile signature. A stockholder   
may authorize another person to act as proxy by transmitting, or authorizing    
the transmission of, an authorization for the person to act as proxy to (i)     
the person authorized to act as proxy or (ii) any other person authorized to    
receive the proxy authorization on behalf of the person authorized to act as    
the proxy, including a proxy solicitation firm or proxy support service         
organization. The authorization referred to in the preceding sentences may be   
transmitted by U.S. mail, courier service, personal delivery, a telegram,       
cablegram, datagram, electronic mail, or any other electronic or telephonic     
means and a copy, facsimile telecommunication, or other reliable reproduction   
of the writing or transmission authorized in this paragraph may be substituted  
for the original writing or transmission for any purpose for which the          
original writing or transmission could be used.                                 

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         
Charter or these By-Laws, any corporate action to be taken by vote of the       
stockholders (other than the election of directors, which shall be by a         
plurality of votes cast) 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.                    

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 or her proxy, if    
there be such proxy, and shall state the number of shares voted.                

  Section 2.11 Fixing of Record Date for a Meeting. The Board of Directors
may set a record date for the purpose of determining stockholders entitled to   
vote at any meeting of the stockholders. The record date, which may not be      
prior to the close of business on the day the record date is fixed, shall be    
not more than 90 nor less than ten days before the date of the meeting of the   
stockholders. All persons who were holders of record of shares at such time,    
and not others, shall be entitled to vote at such meeting and any adjournment   
thereof.                                                                        

Section 2.12 Inspectors. The Board, in advance of any meeting of      
stockholders, may 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 or her 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 or her        
ability. The inspectors shall determine the number of shares outstanding and    
the voting powers of each, the number of shares represented at the meeting,     
the existence of a quorum, and the validity and effect of proxies, and shall    
receive                                                                         

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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 with fairness to all stockholders. On request of   
the chairman of the meeting or 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   
an election of directors. Inspectors need not be stockholders.                  

Section 2.13 Consent of Stockholders in Lieu of Meeting. Except as    
otherwise provided by statute or the Charter, any action required to be taken   
at any annual or special meeting of stockholders, or any action which 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 a unanimous      
written consent which sets forth the action and is signed by each stockholder   
entitled to vote on the matter is filed with the records of stockholders'       
meetings.                                                                       

ARTICLE III.  

Board of Directors  
------------------  

   Section 3.01 General Powers. Except as otherwise provided in the Charter,
the business and affairs of the Corporation shall be managed under the          
direction of the Board of Directors. All powers of the Corporation may be       
exercised by or under authority of the Board of Directors except as conferred   
on or reserved to the stockholders by law or by the Charter or these By-Laws.   

  Section 3.02 Number of Directors. The number of directors shall be fixed
from time to time by resolution of the Board of Directors adopted by a          
majority of the entire Board of Directors then in office; provided, however,    
that in no event shall the number of directors be less than the minimum         
permitted by the Maryland General Corporation Law nor more than 15. Any         
vacancy created by an increase in the number of directors may be filled in      
accordance with Section 3.06 of this Article III. No reduction in the number    
of directors shall have the effect of removing any director from office prior   
to the expiration of his term unless such director specifically is removed      
pursuant to Section 3.05 of this Article III at the time of such decrease.      
Directors need not be stockholders. As long as any preferred stock of the       
Corporation is outstanding, the number of directors shall be not less than      
five.                                                                           

 Section 3.03 Election and Term of Directors. Directors shall be elected
annually at a meeting of stockholders held for that purpose; provided,          
however, that if no meeting of the stockholders of the Corporation is required  
to be held in a particular year pursuant to Section 2.01 of Article II of       
these By-Laws, directors shall be elected at the next meeting held. The term    
of office of each director shall be from the time of his election and           
qualification until the election of directors next succeeding his election and  
until his successor shall have been elected and shall have qualified, or until  
his death, or until he shall have resigned or until December 31 of the year in  
which he shall have reached seventy-two years of age, or until he shall have    
been removed as hereinafter provided in these By-Laws, or as otherwise          
provided by statute or by the Charter.                                          

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   Section 3.04 Resignation. A director of the Corporation may resign at any
time by giving written notice of his or her resignation to the Board or the     
Chairman of the Board or 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 shall not be 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 3.05 Removal of Directors. Any director of the Corporation may be
removed (with or without cause) by the stockholders by a vote of sixty-six and  
two-thirds percent (66 2/3%) of the outstanding shares of capital stock then    
entitled to vote in the election of such director.                              

Section 3.06 Vacancies. Subject to the provisions of the Investment   
Company Act, any vacancies in the Board of Directors, whether arising from      
death, resignation, removal, an increase in the number of directors or any      
other cause, shall be filled by a vote of a majority of the Board of Directors  
then in office, regardless of whether they constitute a quorum.                 

   Section 3.07 Place of Meetings. Meetings of the Board may be held at such
place as the Board from time to time may determine or as shall be specified in  
the notice of such meeting.                                                     

 Section 3.08 Regular Meeting. Regular meetings of the Board may be held
without notice at such time and place as may be determined by the Board of      
Directors.                                                                      

Section 3.09 Special Meetings. Special meetings of the Board may be   
called by two or more directors of the Corporation or by the Chairman of the    
Board or the President.                                                         

  Section 3.10 Telephone Meetings. Members of the Board of Directors or of
any committee thereof may participate in a meeting by means of a conference     
telephone or similar communications equipment if all persons participating in   
the meeting can hear each other at the same time. Subject to the provisions of  
the Investment Company Act, participation in a meeting by these means           
constitutes presence in person at the meeting.                                  

 Section 3.11 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  
or any standard form of telecommunication, at least 24 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.                        

  Section 3.12 Waiver of Notice of Meetings. Notice of any special meeting
need not be given to any director who, either before or after the meeting,      
shall sign a written waiver of notice which is filed with the records of the    
meeting 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 3.13 Quorum and Voting. One-third, but not less than two (unless
there is only one director) of the members of the entire Board shall be         
present in person at any meeting of the                                         

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Board in order to constitute a quorum for the transaction of business at such   
meeting, and except as otherwise expressly required by Maryland General         
Corporation Law, the Charter, these By-Laws, the Investment Company Act, 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. 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 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 3.14 Chairman of the Board. A Chairman of the Board shall be  
elected annually by the Board from among the Directors who are not interested   
persons, as defined by the Investment Company Act of 1940, as amended, of the   
Fund ("Independent Directors"). The Chairman of the Board shall be an officer   
of the Board but not of the Fund. The Chairman of the Board shall preside over  
the meetings of the Board of Directors, shall set the agendas for the Board     
meetings, and shall have substantially the same responsibilities as would a     
typical non-executive chairman of a board of directors. The Board may elect     
Co-Chairmen of the Board, provided each is an Independent Director of the       
Fund. In the absence of the Chairman of the Board, another Independent          
Director shall be designated by the Board to preside over the meeting of the    
Board of Directors, to set the agenda for the meeting and to perform the other  
responsibilities of the Chairman of the Board in his or her absence.            

 Section 3.15 Written Consent of Directors in Lieu of a Meeting. Subject
to the provisions of the Investment Company Act, any action required or         
permitted to be taken at any meeting of the Board of Directors or of any        
committee thereof may be taken without a meeting if all members of the Board    
or the committee, as the case may be, consent thereto in writing, and the       
writings or writing are filed with the minutes of the proceedings of the Board  
or the committee.                                                               

Section 3.16 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 3.17 Investment Policies. It shall be the duty of the Board of
Directors to direct that the purchase, sale, retention and disposal of          
portfolio securities and other assets and the other investment practices of     
the Corporation at all times are consistent with the investment policies and    
restrictions with respect to securities investments and otherwise of the        
Corporation, as recited in the Prospectus of the Corporation included in the    
registration statement of the Corporation relating to the initial public        
offering of its capital stock, as filed with the Securities and Exchange        
Commission and as required by the Investment Company Act (or as such            
investment policies and restrictions may be modified by the Board of            
Directors, or, if required, by a majority vote of the stockholders of the       
Corporation in accordance with the Investment Company Act). 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                                               

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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.                   

ARTICLE IV.   

Committees  
----------  

 Section 4.01 Executive Committee. The Board, by resolution adopted by a
majority of the entire board, may designate an Executive Committee consisting   
of one or more of the directors of the Corporation, which committee shall have  
and may exercise all of the powers and authority of the Board with respect to   
all matters other than:                                                         

(i) the submission to stockholders of any action requiring  
authorization of stockholders pursuant to statute or the Charter;     

(ii) the filling of vacancies on the Board of Directors;    

        (iii) the fixing of compensation of the directors for serving on the
Board or on any committee of the Board, including the Executive       
Committee;                                                            

       (iv) the approval or termination of any contract with an investment
adviser or principal underwriter, as such terms are defined in the    
  Investment Company Act, or the taking of any other action required to be
taken by the Board of Directors by the Investment Company Act;        

       (v) the amendment or repeal of these By-Laws or the adoption of new
By-Laws;                                                              

        (vi) the amendment or repeal of any resolution of the Board which by
its terms may be amended or repealed only by the Board;               

(vii) the declaration of dividends and, except to the extent
 permitted by law, the issuance of capital stock of the Corporation; and

      (viii) the approval of any merger or share exchange which does not
require stockholder approval.                                         

   The Executive Committee shall keep written minutes of its proceedings and
shall report such minutes to 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 4.02 Other Committees of the Board. The Board of Directors from
time to time, by resolution adopted by a majority of the whole Board, may       
designate one or more other committees of the Board, each such committee to     
consist of one or more directors and to have such powers and duties as the      
Board of Directors, by resolution, may prescribe.                               

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 Section 4.03 General. One-third, but not less than two (unless there is
only one member), 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 she 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. Except as otherwise provided by statute,        
nothing herein shall be deemed to prevent the Board from appointing one or      
more committees consisting in whole 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 except as may be prescribed by the   
Board.                                                                          

ARTICLE V.  

Officers, Agents and Employees  
------------------------------  

Section 5.01 Number of Qualifications. The officers of the Corporation
shall be a President, a Secretary and a Treasurer, each of whom shall be        
elected by the Board of Directors. The Board of Directors may elect or appoint  
one or more Vice Presidents and also may 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 a meeting of the Board of Directors, each to hold        
office for the ensuing year and until his or her successor shall have been      
duly elected and shall have qualified, or until his death, or until he shall    
have resigned, or have been removed, as hereinafter provided in these By-Laws.  
The Board from time to time may elect 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. The President also shall have the power to     
appoint such assistant officers (including one or more Assistant Vice           
Presidents, one or more Assistant Treasurers and one or more Assistant          
Secretaries) as may be necessary or appropriate to facilitate the management    
of the Corporation's affairs. Such 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 5.02 Resignations. Any officer of the Corporation may resign at
any time by giving written notice of 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 shall not be specified therein, immediately upon its receipt; and,    
unless otherwise specified therein, the acceptance of such resignation shall    
not be necessary to make it effective.                                          

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   Section 5.03 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 5.04 Vacancies. A vacancy in any office, whether arising from 
death, resignation, removal or any other cause, may be filled for the           
unexpired portion of the term of the office which shall be vacant, in the       
manner prescribed in these By-Laws for the regular election or appointment to   
such office.                                                                    

Section 5.05 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 or her          
control.                                                                        

Section 5.06 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 or her duties, in such amount and  
with such surety or sureties as the Board may require.                          

Section 5.07 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), the President shall preside at all meetings of the              
stockholders. He or she shall have, subject to the control of the Board of      
Directors, general charge of the business and affairs of the Corporation. He    
or she may employ and discharge employees and agents of the Corporation,        
except such as shall be appointed by the Board, and he or she may delegate      
these powers.                                                                   

 Section 5.08 Vice President. Each Vice President shall have such powers
and perform such duties as the Board of Directors or the President from time    
to time may prescribe.                                                          

Section 5.09 Treasurer. The Treasurer shall:                          

      (i) have charge and custody of, and be responsible for, all of the
funds and securities of the Corporation, except those which 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
Exchange Act) 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;                                      

      (ii) keep full and accurate accounts of receipts and disbursements
in books belonging to the Corporation;                                

     (iii) cause all moneys and other valuables to be deposited to the
credit of the Corporation;                                            

      (iv) receive, and give receipts for, moneys due and payable to the
Corporation from any source whatsoever;                               

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(v) disburse the funds of the Corporation and supervise the 
investment of its funds as ordered or authorized by the Board, taking 
proper vouchers therefor; and                                         

        (vi) in general, perform all of the duties incident to the office of
 Treasurer and such other duties as from time to time may be assigned to
him or her by the Board or the President.                             

Section 5.10 Secretary. The Secretary shall:                          

      (i) keep or cause to be kept in one or more books provided for the
  purpose, the minutes of all meetings of the Board, the committees of the
Board and the stockholders;                                           

   (ii) see that all notices are duly given in accordance with the
provisions of these By-Laws and as required by law;                   

     (iii) 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;                                                       

        (iv) 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                                                   

       (v) in general, perform all of the duties incident to the office of
 Secretary and such other duties as from time to time may be assigned to
him or her by the Board or the President.                             

  Section 5.11 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 
--------------- 

Section 6.01 General Indemnification. Each officer and director of the
Corporation shall be indemnified by the Corporation to the full extent          
permitted under the Maryland General Corporation Law, except that such          
indemnity shall not protect any such person against any liability to the        
Corporation or any stockholder thereof to which such person otherwise would be  
subject by reason of willful misfeasance, bad faith, gross negligence or        
reckless disregard of the duties involved in the conduct of his or her office.  
Absent a court determination that an officer or director seeking                
indemnification was not liable on the merits or guilty of willful misfeasance,  
bad faith, gross negligence or reckless disregard of the duties involved in     
the conduct of his office, the decision by the Corporation to indemnify such    
person must be based upon the reasonable determination of independent legal     
counsel or the vote of a majority of a quorum of                                

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the directors who are neither "interested persons," as defined in Section       
2(a)(19) of the Investment Company Act, nor parties to the proceeding           
("non-party independent directors"), after review of the facts, that such       
officer or director is not guilty of willful misfeasance, bad faith, gross      
negligence or reckless disregard of the duties involved in the conduct of his   
office.                                                                         

Each officer and director of the Corporation claiming indemnification 
within the scope of this Article VI shall be entitled to advances from the      
Corporation for payment of the reasonable expenses incurred by him in           
connection with proceedings to which he is a party in the manner and to the     
full extent permitted under the Maryland General Corporation Law; provided,     
however, that the person seeking indemnification shall provide to the           
Corporation a written affirmation of his good faith belief that the standard    
of conduct necessary for indemnification by the Corporation has been met and a  
written undertaking to repay any such advance, if it ultimately should be       
determined that the standard of conduct has not been met, and provided further  
that at least one of the following additional conditions is met:                

      (i) the person seeking indemnification shall provide a security in
   form and amount acceptable to the Corporation for his or her undertaking;

       (ii) the Corporation is insured against losses arising by reason of
the advance; or                                                       

       (iii) a majority of a quorum of non-party independent directors, or
  independent legal counsel in a written opinion shall determine, based on
a review of facts readily available to the Corporation at the time the
  advance is proposed to be made, that there is reason to believe that the
   person seeking indemnification will ultimately be found to be entitled to
indemnification.                                                      

The Corporation may purchase insurance on behalf of an officer or     
director protecting such person to the full extent permitted under the          
Maryland General Corporation Law, from liability arising from his activities    
as an officer or director of the Corporation. The Corporation, however, may     
not purchase insurance on behalf of any officer or director of the Corporation  
that protects or purports to protect such person from liability to the          
Corporation or to its stockholders to which such officer or director otherwise  
would be subject by reason of willful misfeasance, bad faith, gross             
negligence, or reckless disregard of the duties involved in the conduct of his  
office.                                                                         

   The Corporation may indemnify, make advances or purchase insurance to the
extent provided in this Article VI on behalf of an employee or agent who is     
not an officer or director of the Corporation.                                  

 Section 6.02 Other Rights. The indemnification provided by this Article
VI shall not be deemed exclusive of any other right, in respect of              
indemnification or otherwise, to which those seeking such indemnification may   
be entitled under any insurance or other agreement, vote of stockholders or     
disinterested directors or otherwise, both as to action by a director or        
officer of the Corporation in his official capacity and as to action by such    
person in another capacity while holding such office or position, and shall     
continue as to a person who has ceased to be a director or officer and shall    
inure to the benefit of the heirs, executors and administrators of such         
person.                                                                         

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ARTICLE VII.  

Capital Stock 
------------- 

  Section 7.01 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 7.02 Books of Account and Record of Stockholders. There shall be
kept at the principal executive office of the Corporation correct and complete  
books and records of account of all the business and transactions of the        
Corporation.                                                                    

Section 7.03 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 or her 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 endorsed or accompanied by a  
duly executed stock transfer power and the payment of all taxes thereon.        
Except as otherwise provided by law, the Corporation shall be entitled to       
recognize the exclusive right of a person in whose name any share or shares     
stand on the record of stockholders as the owner of 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 7.04 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 registrars and may require all certificates for shares of stock to      
bear the signature or signatures of any of them.                                

   Section 7.05 Lost, Destroyed or Mutilated Certificates. The holder of any
certificates representing shares of stock of the Corporation immediately shall  
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 which the owner thereof       
shall allege to have been lost or destroyed or which shall have been            
mutilated, and the Board, in its discretion, may require such owner or his or   
her legal representatives to give to the Corporation a bond in such sum,        
limited or unlimited, and in such form and with such surety or sureties, as     
the                                                                             

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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 7.06 Fixing of a Record Date for Dividends and Distributions. The
Board may fix, in advance, a date not more than 90 days preceding the date      
fixed for the payment of any dividend or the making of any distribution or the  
allotment of rights to subscribe for securities of the Corporation, or for the  
delivery of evidences of rights or evidences of interests arising out of any    
change, conversion or exchange of common stock or other securities, as the      
record date for the determination of the stockholders entitled to receive any   
such dividend, distribution, allotment, rights or interests, and in such case   
only the stockholders of record at the time so fixed shall be entitled to       
receive such dividend, distribution, allotment, rights or interests.            

 Section 7.07 Information to Stockholders and Others. Any stockholder of
the Corporation or his or her 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.                                                   

ARTICLE VIII.   

Seal  
----  

  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 
----------- 

  The Board of Directors shall have the power from time to time to fix the
fiscal year of the Corporation by a duly adopted resolution.                    

ARTICLE X.  

Depositories and Custodians 
--------------------------  

Section 10.01 Depositories. The funds of the Corporation shall be     
deposited with such banks or other depositories as the Board of Directors of    
the Corporation from time to time may determine.                                

 Section 10.02 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 from time to time may determine. Every             
arrangement entered into with any bank or other company                         

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for the safekeeping of the securities and investments of the Corporation shall  
contain provisions complying with the Investment Company Act, and the general   
rules and regulations thereunder.                                               

ARTICLE XI. 

Execution of Instruments  
------------------------  

Section 11.01 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 from time to time shall designate.         

 Section 11.02 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 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 or a Vice President or the        
Treasurer or pursuant to any procedure approved by the Board of Directors,      
subject to applicable law.                                                      

ARTICLE XII.  

Independent Registered Public Accounting Firm 
--------------------------------------------- 

The independent registered public accounting firm which shall sign or 
certify the financial statements of the Corporation which are filed with the    
Securities and Exchange Commission shall be selected annually by the Board of   
Directors and, if required by the provisions of the Investment Company Act,     
ratified by the stockholders.                                                   

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 stockholder of record of the Corporation on such date with respect to      
each report as may be determined by the Board, at his address as the same       
appears on the books of the Corporation. Such annual statement also shall be    
available at the annual meeting of stockholders and shall be placed on file at  
the Corporation's principal office in the State of Maryland, and if no annual   
meeting is held pursuant to Article II, Section 2.01, such annual statement of  
affairs shall be placed on file at the Corporation's principal office within    
120 days after the end of the Corporation's fiscal year. Each such report       
shall show the assets and liabilities of the Corporation as of the close of     
the period covered by the report and the securities and other assets in which   
the funds of the Corporation then were invested. Such report also shall 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 period covered by the   
report and any other information                                                

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required by the Investment Company Act, and shall set forth such other matters  
as the Board or such firm of independent public accountants shall determine.    

ARTICLE XIV.  

Amendments  
----------  

Subject to any prohibitions herein on the alteration or repeal by the 
Board of Directors of any particular By-Law, and subject to the requirements    
of the Investment Company Act, these By-Laws or any of them may be amended,     
altered or repealed by the affirmative vote of a majority of the Board of       
Directors. The stockholders shall have no power to make, amend, alter or        
repeal By-Laws.                                                                 

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Filing Submission 0000905148-05-002709 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Municipal Inflation Protected Fund, Inc., et al. – ‘N-2’ on 4/29/05 – EX-99.2B

On: Friday, 4/29/05, at 4:36pm ET · Accession #: 905148-5-2709 · File #s: 811-21762, 333-124480

Registration Statement of a Closed-End Investment Company — Form N-2Filing Table of Contents

EX-99.2B — Miscellaneous Exhibit

Registration Statement of a Closed-End Investment Company — Form N-2
Filing Table of Contents