even if the board of directors fails to recommend the. proposal or declare it
advisable or recommends that the stockholders reject it; defining certain terms;
and generally relating to investment companies.

BY adding to

Article - Corporations and Associations
Section 2-112 and 2-310.2
Annotated Code of Maryland

(1993 Replacement Volume and 1998 Supplement)

BY repealing and reenacting, with amendments,
Article - Corporations and Associations
Section 2-604 and 3-403
Annotated Code of Maryland

(1993 Replacement Volume and 1998 Supplement)

SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF
MARYLAND, That the Laws of Maryland read as follows:

Article - Corporations and Associations

2-112.

(A) (1) IN THIS SECTION THE FOLLOWING WORDS HAVE THE MEANINGS
INDICATED.

(2) "CLOSED-END INVESTMENT COMPANY" MEANS A CORPORATION
REGISTERED AS A CLOSED-END INVESTMENT COMPANY UNDER THE INVESTMENT
COMPANY ACT OF 1940.

(3) "OPEN-END INVESTMENT COMPANY" MEANS A CORPORATION
REGISTERED AS AN OPEN-END INVESTMENT COMPANY UNDER THE INVESTMENT
COMPANY ACT OF 1940.

(B) UNLESS OTHERWISE PROVIDED IN THE CHARTER OR BYLAWS OF A
CLOSED END INVESTMENT COMPANY, A CLOSED END INVESTMENT COMPANY, BUT
NOT ITS STOCKHOLDERS, MAY NOTWITHSTANDING ANY REQUIREMENT OF § 2-604(B)
OR § 2-607(A)(1) OF THIS TITLE OR § 3-403(B) OF THIS ARTICLE, THE CHARTER OF A
CLOSED-END INVESTMENT COMPANY OR ANY PROSPECTUS FILED BY THE
CLOSED-END INVESTMENT COMPANY PURSUANT TO THE FEDERAL INVESTMENT
COMPANY ACT OF 1940 MAY REQUIRE THE COMPANY TO SUBMIT TO ITS
STOCKHOLDERS, AT AN ANNUAL OR SPECIAL MEETING OF THE STOCKHOLDERS, A
PROPOSAL TO AMEND ITS CHARTER TO CONVERT TO AN OPEN-END INVESTMENT
COMPANY, TO DISSOLVE, TO REQUIRE THE CLOSED-END INVESTMENT COMPANY TO
MAKE ONE OR MORE TENDER OFFERS FOR ITS SHARES, OR TO TAKE OTHER ACTION
INTENDED TO ELIMINATE ANY TRADING DISCOUNT TO NET ASSET VALUE OF THE
CLOSED-END INVESTMENT COMPANY'S SHARES, EVEN IF THE BOARD OF DIRECTORS
FAILS TO RECOMMEND THE PROPOSAL OR DECLARE THE PROPOSAL ADVISABLE OR
RECOMMENDS THAT THE STOCKHOLDERS REJECT IT.