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Maryland Act |
MARYLAND CONTROL SHARE ACQUISITION ACT
By resolution of the Board of Directors, on July 8, 2003, the Fund opted into the Maryland Control Share Acquisition Act ("MCSAA"). In an opinion dated May 8, 2007, the Federal District Court for the District of Maryland (the "Court") upheld another investment company's reliance on the MCSAA. Generally, the MCSAA provides that holders of "control shares" of a Maryland corporation acquired in a control share acquisition may not vote those shares except to the extent approved by stockholders at a special meeting by a vote of two-thirds of the votes entitled to be cast on the matter (excluding shares owned by the acquiror and by officers or directors who are employees of the corporation). "Control shares" are voting shares of stock which, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within certain statutorily-defined ranges (one-tenth but less than one-third, one-third but less than a majority, and more than a majority of the voting power). Accordingly, except as provided in the Court's May 8, 2007 opinion, the Fund will not deem any votes submitted by or on behalf of any Person, as defined in the MCSAA, with respect to shares in excess of ten percent of the outstanding shares, as being voted on any proposal properly before a meeting of stockholders.
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