ARTICLES OF INCORPORATION

BY-LAWS

OF

BULL & BEAR GLOBAL INCOME FUND, INC.

A MARYLAND CORPORATION







BY-LAWS

OF

BULL & BEAR GLOBAL INCOME FUND, INC.

(A MARYLAND CORPORATION)

ARTICLE I
NAME OF CORPORATION, LOCATION OF
OFFICES AND SEAL

Section 1.1. Name. The name of the Corporation is Bull & Bear
Global Income Fund, Inc.

Section 1.2. Principal Offices. The principal office of the
Corporation in the State of Maryland shall be located in
Baltimore, Maryland. 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 1.3. Seal. The corporate seal of the Corporation shall
consist of two (2) concentric circles, between which shall be the
name of the Corporation, and in the center shall be inscribed the
year of its incorporation, and the words "Corporate Seal". 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 2.1. Annual Meetings. There shall be no stockholders'
meetings for the election of directors and the transaction of
other proper business except as required by law, the listing
requirements of the stock exchange or market where the
Corporation's stock is listed, or as hereinafter provided, in
which case the annual meeting shall be held in September of each
year.

Section 2.2. Special Meetings. Special meetings of
stockholders may be called at any time by the chairman of the
board or the president or a co-president and shall be held at
such time and place as may be stated in the notice of the
meeting.

Section 2.3. Notice of Meetings. The secretary shall cause
notice of the place, date and hour and, in the case of a special
meeting or as otherwise required by law, the purpose or purposes
for which the meeting is called, to be served personally or to be
mailed, postage prepaid, not less than 10 nor more than 90 days
before the date of the meeting, to each stockholder entitled to
vote at such meeting at his 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, which waiver
shall be filed with the records 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 2.4. Quorum and Adjournment of Meetings. The presence
at any stockholders meeting, in person or by proxy, of
stockholders entitled to cast one-third of all votes entitled to
be cast thereat shall be necessary and sufficient to constitute a
quorum for the transaction of business, provided that with
respect to any matter to be voted upon separately by any class of
shares, a quorum shall consist of the holders of one-third of the
shares of that class outstanding and entitled to vote on the
matter. In the absence of a quorum, the stockholders present in
person or by proxy or, if no stockholder entitled to vote is
present in person or by proxy, 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 2.5. Voting and Inspectors. Unless statute or the
Articles of Incorporation (the "Charter") provide otherwise, at
every stockholders meeting, each stockholder shall be entitled to
one vote for each share and a fractional vote for each fraction
of a share of stock of the Corporation validly issued and
outstanding and standing in his name on the books of the
Corporation on the record date fixed in accordance with Section
7.4 hereof, either in person or by proxy appointed by instrument
in writing subscribed by such stockholder or his duly authorized
attorney, 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 11th day preceding
the day on which the meeting is held.

Except as otherwise specifically provided in the Charter or these
By-laws or as required by applicable law, all matters shall be
decided by a vote of the majority of the votes validly cast at a
meeting at which a quorum is present. 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 meeting.

At any meeting at which there is an election of directors, the
chairman of the meeting may appoint two 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 2.6. Validity of Proxies. 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 duly
authorized attorney. Unless a proxy provides otherwise, it shall
not be valid more than 11 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. If inspectors of election have been appointed by the
chairman of the meeting, such inspectors shall decide all such
questions. 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
from any one of them a specific written notice to the contrary
and a copy of the instrument or order which so provides. 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 2.7. 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
containing the names and addresses of all the stockholders and
the number of shares held by them, respectively, to be maintained
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.

Section 2.8. 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, (b) all stockholders entitled to notice of the
meeting but not entitled to vote at it sign a written waiver 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.

ARTICLE III
BOARD OF DIRECTORS

Section 3.1. General Powers. Except as otherwise provided by
operation of law, by the Charter, or by these By-laws, the
property, 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 3.2. Power to Issue and Sell Stock. The board of
directors may from time to time issue and sell or cause to be
issued and sold any of the Corporation's authorized shares to
such persons and for such consideration as the board of directors
shall deem advisable, subject to the provisions of the Charter.

Section 3.3. Power to Declare Dividends. The board of
directors, from time to time as they may deem advisable, may
declare and pay dividends in stock, cash or other property of the
Corporation, out of any source available for dividends, to the
stockholders according to their respective rights and interests
in accordance with the provisions of the Charter. The board of
directors may prescribe from time to time that dividends declared
may be payable at the election of any of the stockholders
(exercisable before or after the declaration of the dividend),
either in cash or in shares of the Corporation, provided that the
sum of the cash dividend actually paid to any stockholder and the
asset value of the shares received (determined as of such time as
the board of directors shall have prescribed, pursuant to the
Charter, with respect to shares sold on the date of such
election) shall not exceed the full amount of cash to which the
stockholder would be entitled if he elected to receive only cash.

Section 3.4. 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 fifteen directors, as
specified by a resolution of a majority of the entire board of
directors. Each director shall hold office until his successor
is elected and qualified or until his earlier death, resignation
or removal. Any vacancy created by an increase in directors may
be filled in accordance with Section 3.6 of this Article III.

All acts done at any meeting of the directors or by any person
acting as a director, so long as his 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.

Directors need not be stockholders of the Corporation.

Section 3.5. Election. The initial director or directors shall
be that person or persons named as such in the Charter. At each
annual meeting, the stockholders shall elect directors to hold
office until the expiration of the term of his class or until the
annual election of directors next succeeding his election and
until his death, or until he shall have resigned, have been
removed as hereinafter provided in these By-laws, or as otherwise
provided by statute or the Charter.

Section 3.6. Vacancies and Newly Created Directorships. Any
vacancies in the board of directors, whether arising from death,
resignation, removal, an increase in the number of directors or
otherwise, shall be filled by a vote of the board of directors in
accordance with the Charter.

Section 3.7. [Reserved.]

Section 3.8. Regular Meetings. The meeting of the board of
directors for choosing officers and transacting other proper
business, and all other meetings, shall be held at such time and
place, within or outside the state of Maryland, as the board may
determine and as provided by resolution. Notice of such meetings
need not be given, following the annual meeting of stockholders,
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. 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; and participation by such means shall constitute
presence in person at a meeting.

Section 3.9. Special Meetings. Special meetings of the board
of directors shall be held whenever called by the chairman of the
board or the president or a co-president (or, in the absence or
disability of the chairman of the board or the president or a co-
president, by any officer or director, as they so designate) at
the time and place (within or outside of the State of Maryland)
specified in the respective notice or waivers of notice of such
meetings. At least three days before the day on which a special
meeting is to be held, notice of special meetings, stating the
time and place, shall be (a) mailed to each director at his
residence or regular place of business or (b) delivered to him
personally or transmitted to him by telegraph, telefax, telex,
cable or wireless.

Section 3.10. 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 (which waiver shall be
filed with the records of such meeting), either before or after
the time of the meeting.

Section 3.11. Quorum and Voting. At all meetings of the board
of directors, the presence of onehalf 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
Charter or by these By-laws.

Section 3.12. Action Without a Meeting. As amended, 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 to such action is signed by all
members of the board or of such committee, as the case may be,
and such written consent is filed with the minutes of proceedings
of the board or committee.

Section 3.13. Compensation of Directors. Directors may receive
such compensation for their services as may from time to time be
determined by resolution of the board of directors.

ARTICLE IV
COMMITTEES

Section 4.1. Organization. By resolution adopted by the board
of directors, the board may designate one or more committees of
the board of directors, including an Executive Committee, each
consisting of at least two directors. Each member of a committee
shall be a director and shall hold committee membership at the
pleasure of the board. The chairman of the board, if any, shall
be a member of the Executive Committee. 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.

Section 4.2. Powers of the Executive Committee. Unless
otherwise provided by resolution of the board of directors, when
the board of directors is not in session the Executive Committee
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 except
the power to declare a dividend or distribution on stock,
authorize the issuance of stock, recommend to stockholders any
action requiring stockholders approval, amend these By-laws,
approve any merger or share exchange which does not require
stockholder approval or approve or terminate any contract with an
"investment adviser" or "principal underwriter," as those terms
are defined in the Investment Company Act of 1940, as amended
(the "1940 Act"). Notwithstanding the above, such Executive
Committee may make such dividend calculations and payments as are
consistent with applicable law, including the Maryland General
Corporation Law.

Section 4.3. Powers of Other Committees of the Board of
Directors. To the extent provided by resolution of the board,
other committees of the board of directors shall have and may
exercise any of the powers that may lawfully be granted to the
Executive Committee.

Section 4.4. 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, provided that a quorum shall not be less than two
directors. 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 4.5. 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 5.1. Officers. The officers of the Corporation shall
be a president or co-presidents, a secretary, and a treasurer,
and may include one or more vice presidents (including executive
and senior vice presidents), assistant secretaries or assistant
treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 5.11 hereof. The board
of directors may, but shall not be required to, elect a chairman
and vice chairman of the board.

Section 5.2. Election, Tenure and Qualifications. The officers
of the Corporation (except those appointed pursuant to Section
5.11 hereof) shall be elected by the board of directors at its
first meeting or such subsequent meetings as shall be held prior
to its first annual meeting, and thereafter at regular board
meetings, as required by applicable law. If any officers are not
elected at any annual meeting, such officers may be elected at
any subsequent meetings of the board. Except as otherwise
provided in this Article V, each officer elected by the board of
directors shall hold office until his or her successor shall have
been elected and qualified. Any person may hold one or more
offices of the Corporation except that no one person may serve
concurrently as both the president or a co-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.
The chairman of the board shall be chosen from among the
directors of the Corporation and may hold such office only so
long as he continues to be a director. No other officer need be
a director.

Section 5.3. Vacancies and Newly Created Offices. 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 chairman of the board at any meeting
or, in the case of any office created pursuant to Section 5.11
hereof, by any officer upon whom such power shall have been
conferred by the board of directors.

Section 5.4. Removal and Resignation. At any meeting called
for such purpose, the Executive Committee may remove any officer
from office (either with or without cause) by the affirmative
vote, given at the meeting, of a majority of the members of the
Committee. Any officer may resign from office at any time by
delivering a written resignation to the board of directors, the
president or a co-president, the secretary, or any assistant
secretary. Unless otherwise specified therein, such resignation
shall take effect upon delivery.

Section 5.5. Chairman of the Board. The chairman of the board,
if there be such an officer, shall be the senior officer of the
Corporation, shall preside at all stockholders meetings and at
all meetings of the board of directors and shall be ex officio a
member of all committees of the board of directors. He shall
have such other powers and perform such other duties as may be
assigned to him from time to time by the board of directors.

Section 5.6. Vice Chairman of the Board. The board of
directors may from time to time elect a vice chairman who shall
have such powers and perform such duties as from time to time may
be assigned to him by the board of directors, chairman of the
board or the president or a co-president. At the request of, or
in the absence or in the event of the disability of the chairman
of the board, the vice chairman may perform all the duties of the
chairman of the board or the president or a copresident and, when
so acting, shall have all the powers of and be subject to all the
restrictions upon such respective officers.

Section 5.7. President, Co-President. The president or co-
presidents shall be the chief executive officer or co-chief
executive officers, as the case may be, of the Corporation and,
in the absence of the chairman of the board or vice chairman or
if no chairman of the board or vice chairman has been chosen,
shall preside at all stockholders meetings and at all meetings of
the board of directors and shall in general exercise the powers
and perform the duties of the chairman of the board. Subject to
the supervision of the board of directors, the president or the
co-presidents 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 president or a co-president may sign in
the name and on behalf of the Corporation all deeds, bonds,
contracts, or agreements. The president or a co-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 5.8. Vice President. The board of directors may from
time to time elect one or more vice presidents (including
executive and senior vice presidents) who shall have such powers
and perform such duties as from time to time may be assigned to
them by the board of directors or the president or co-presidents.
At the request of, or in the absence or in the event of the
disability of, the president or both co-presidents, the vice
president (or, if there are two or more vice presidents, then the
senior of the vice presidents present and able to act) may
perform all the duties of the president or co-presidents and,
when so acting, shall have all the powers of and be subject to
all the restrictions upon the president or co-presidents.

Section 5.9. Treasurer and Assistant Treasurers. The treasurer
shall be the chief accounting officer of the Corporation and
shall have general charge of the finances and books of account of
the Corporation. 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 possible after the close of each
financial year he shall make and submit to the board of directors
a like report for such financial year. The treasurer shall cause
to be prepared annually a full and complete statement of the
affairs of the Corporation, including a balance sheet and a
financial statement of operations for the preceding fiscal year,
which shall be submitted at the annual meeting of stockholders
and filed within 20 days thereafter at the principal office of
the Corporation in the state of Maryland. 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 5.10. 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 5.11. Subordinate Officers. The chairman of the board
from time to time may appoint such other officers or agents as he
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 chairman of
the board 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 5.11 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 5.12. 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, 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 5.11 hereof.

Section 5.13. Surety Bonds. The board of directors may require
any officer or agent of the Corporation to execute a bond
(including, without limitation, any bond required by applicable
law, 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 hands.

ARTICLE VI
EXECUTION OF INSTRUMENTS, VOTING OF SECURITIES

Section 6.1. Checks, Notes, Drafts, Etc. So long as the
Corporation shall employ a custodian to keep custody of the cash
and securities of the Corporation, all checks and drafts for the
payment of money by the Corporation may be signed in the name of
the Corporation by the custodian. Promissory notes, checks or
drafts payable to the Corporation may be endorsed only to the
order of the custodian or its nominee and only by any two of the
following: the treasurer, the president or a co-president, a
vice president (including executive and senior vice presidents)
or by such other person or persons as shall be authorized by the
board of directors, provided that no one person may sign in the
capacity of two such officers. Except as otherwise authorized by
the board of directors, all requisitions or orders for the
assignment of securities standing in the name of the custodian or
its nominee, or for the execution of powers to transfer the same,
shall be signed in the name of the Corporation by any two of the
following: the president or a co-president, vice president
(including executive and senior vice presidents), treasurer or an
assistant treasurer, provided that no one person may sign in the
capacity of two such officers.

Section 6.2. Voting of Securities. Unless otherwise ordered by
the board of directors, the president or a co-president, or any
vice president (including executive and senior vice presidents)
shall have full power and authority on behalf of the Corporation
to attend and to act and to vote, or in the name of the
Corporation to execute proxies to vote, at any meeting of
stockholders of any company in which the Corporation may hold
stock. At any such meeting such officer shall possess and may
exercise (in person or by proxy) any and all rights, powers and
privileges incident to the ownership of such stock. The board of
directors may by resolution from time to time confer like powers
upon any other person or persons in accordance with the laws of
the State of Maryland.

ARTICLE VII
CAPITAL STOCK

Section 7.1. Certificates of Stock. The interest of each
stockholder of the Corporation may be, but shall not be required
to be, evidenced by certificates for shares of stock in such form
not inconsistent with the Charter as the board of directors may
from time to time authorize. No certificate shall be valid
unless it is signed in the name of the Corporation by a president
or a co-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 were
such officer at the date of issue.

The number of each certificate issued, the name and address of
the person owning the shares represented thereby, the number of
such shares and the date of issuance shall be entered upon the
stock ledger of the Corporation at the time of issuance.

Every certificate exchanged, surrendered for redemption or
otherwise returned to the Corporation shall be marked "canceled"
with the date of cancellation.

Section 7.2. Transfer of Shares. Shares of the Corporation
shall be transferable on the books of the Corporation by the
holder of record thereof (in person or by his duly authorized
attorney or legal representative) (a) if a certificate or
certificates have been issued, upon surrender 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. Except as
otherwise provided in the Charter, the shares of stock of the
Corporation may be freely transferred, subject to the charging of
customary transfer fees, 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 7.3. Transfer Agents and Registrars. The board of
directors may from time to time appoint or remove transfer agents
or 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 of transfers 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 7.4. 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 (a) such record date
shall be within 90 days prior to the date on which the particular
action requiring such determination will be taken, except that a
meeting of stockholders convened on the date for which it was
called may be adjourned from time to time without further notice
to a date not more than 120 days after the original record date;
(b) the transfer books shall not be closed for a period longer
than 20 days; and (c) in the case of a meeting of stockholders,
the record date shall be at least 10 days before the date of the
meeting.

Section 7.5. 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 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 VIII
CONFLICT OF INTEREST TRANSACTIONS

Section 8.1. Validity of Contract or Transactions. In the
event that any officer or director of the Corporation shall have
any interest, direct or indirect, in any other firm, association
or corporation as officer, employee, director or stockholder, no
transaction or contract made by the Corporation with any such
other firm, association or corporation shall be valid unless such
interest shall have been disclosed or made known to all of the
directors or to a majority of the directors and such transaction
or contract shall have been approved by a majority of a quorum of
directors, which majority shall consist of directors not having
any such interest or a majority of the directors in office,
including directors having such an interest.

ARTICLE IX
FISCAL YEAR AND ACCOUNTANT

Section 9.1. Fiscal Year. The fiscal year of the Corporation
shall, unless otherwise ordered by the board of directors, be
twelve calendar months ending on the 30th day of June.

ARTICLE X
INDEMNIFICATION AND INSURANCE

Section 10.1. Indemnification of Officers, Directors, Employees
and Agents. In accordance with applicable law, including the
Maryland General Corporation Law, the Corporation shall indemnify
each person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative ("Proceeding"), by reason of the fact that he or
she 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, partner, trustee or
agent of another corporation, partnership, joint venture, trust,
or other enterprise, against all reasonable expenses (including
attorneys' fees) actually incurred, and judgments, fines,
penalties and amounts paid in settlement in connection with such
Proceeding to the maximum extent permitted by law, now existing
or hereafter adopted. Notwithstanding the foregoing, the
following provisions shall apply with respect to indemnification
of the Corporation's directors, officers, and investment manager
(as defined in the 1940 Act):

(a) Whether or not there is an adjudication of
liability in such Proceeding, the Corporation
shall not indemnify any such person for any
liability arising by reason of such person's
willful misfeasance, bad faith, gross negligence,
or reckless disregard of the duties involved in
the conduct of his or her office or under any
contract or agreement with the Corporation
("disabling conduct").

(b) The Corporation shall not indemnify any such
person unless:

(1) the court or other body before which the
Proceeding was brought (a) dismisses the
Proceeding for insufficiency of evidence of any
disabling conduct, or (b) reaches a final decision
on the merits that such person was not liable by
reason of disabling conduct; or

(2) absent such a decision, a reasonable
determination is made, based upon a review of the
facts, by (a) the vote of a majority of a quorum
of the directors of the Corporation who are
neither interested persons of the Corporation as
defined in the 1940 Act, nor parties to the
Proceeding, or (b) if such quorum is not
obtainable, or even if obtainable, if a majority


of a quorum of directors described above so
directs, based upon a written opinion by
independent legal counsel, that such person was
not liable by reason of disabling conduct.

(c) Reasonable expenses (including attorneys' fees)
incurred in defending a Proceeding involving any
such person will be paid by the Corporation in
advance of the final disposition thereof upon an
undertaking by such person to repay such expenses
unless it is ultimately determined that he or she
is entitled to indemnification, if:

(1) such person shall provide adequate security
for his or her undertaking;

(2) the Corporation shall be insured against
losses arising by reason of such advance; or

(3) a majority of a quorum of the directors of
the Corporation who are neither interested
persons of the Corporation as defined in the
1940 Act, nor parties to the Proceeding, or
independent legal counsel in a written
opinion, shall determine, based on a review
of readily available facts, that there is
reason to believe that such person will be
found to be entitled to indemnification.

Section 10.2. Insurance of Officers, Directors, Employees and
Agents. The Corporation may purchase and maintain insurance or
other sources of reimbursement to the extent permitted by law 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, partner,
trustee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him or her and incurred by him or her in or arising out
of his position.

Section 10.3. Non-exclusivity. The indemnification and
advancement of expenses provided by, or granted pursuant to, this
Article X shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses
may be entitled under the Charter, these By-laws, agreement, vote
of stockholders or directors, or otherwise, both as to action in
his or her official capacity and as to action in another capacity
while holding such office.

Section 10.4. Amendment. Notwithstanding anything to the
contrary herein, no amendment, alteration or repeal of this
Article or the adoption, alteration or amendment of any other
provisions to the Charter or these By-laws 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 XI
AMENDMENTS

Section 11.1. General. Except as provided in Section 11.2 of
this Article XI, all By-laws of the Corporation, whether adopted
by the board of directors or the stockholders, shall be subject
to amendment, alteration or repeal, and new By-laws may be made
only by the affirmative vote of a majority of directors, at any
meeting the notice or waiver of notice of which shall have
specified or summarized the proposed amendment, alteration,
repeal or new By-law. No amendment of any Section of these By-
laws shall be made by the stockholders of the Corporation except
as set forth in Section 11.2 of this Article XI.

Section 11.2. By Stockholders Only. No amendment of any section
of these By-laws shall be made except by the stockholders of the
Corporation if the By-laws provide that such section may not be
amended, altered or repealed except by the stockholders. From
and after the issuance of any shares of the capital stock of the
Corporation no amendment, alteration or repeal of this Article XI
shall be made except by the stockholders of the Corporation.


BY-LAWS
TABLE OF CONTENTS

PAGE

ARTICLE I NAME OF CORPORATION, LOCATION OF OFFICES AND
SEAL . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.1. Name . . . . . . . . . . . . . . . . . . 1
Section 1.2. Principal Offices . . . . . . . . . . . . 1
Section 1.3. Seal . . . . . . . . . . . . . . . . . . 1

ARTICLE II STOCKHOLDERS . . . . . . . . . . . . . . . . . . 1
Section 2.1. Annual Meetings . . . . . . . . . . . . . 1
Section 2.2. Special Meetings. . . . . . . . . . . . . 1
Section 2.3. Notice of Meetings . . . . . . . . . . . 1
Section 2.4. Quorum and Adjournment of Meetings . . . 2
Section 2.5. Voting and Inspectors. . . . . . . . . . 2
Section 2.6. Validity of Proxies . . . . . . . . . . . 3
Section 2.7. Stock Ledger and List of Stockholders . . 3
Section 2.8. Action Without Meeting . . . . . . . . . 3

ARTICLE III BOARD OF DIRECTORS . . . . . . . . . . . . . . 3
Section 3.1. General Powers . . . . . . . . . . . . . 3
Section 3.2. Power to Issue and Sell Stock . . . . . . 3
Section 3.3. Power to Declare Dividends. . . . . . . . 3
Section 3.4. Number and Term of Directors . . . . . . 4
Section 3.5. Election . . . . . . . . . . . . . . . . 4
Section 3.6. Vacancies and Newly Created
Directorships . . . . . . . . . . . . . 4
Section 3.7. Removal . . . . . . . . . . . . . . . . . 4
Section 3.8. Regular Meetings . . . . . . . . . . . . 5
Section 3.9. Special Meetings . . . . . . . . . . . . 5
Section 3.10. Waiver of Notice . . . . . . . . . . . . 5
Section 3.11. Quorum and Voting . . . . . . . . . . . . 5
Section 3.12. Action Without a Meeting . . . . . . . . 5
Section 3.13. Compensation of Directors . . . . . . . . 5

ARTICLE IV COMMITTEES . . . . . . . . . . . . . . . . . . . 6
Section 4.1. Organization . . . . . . . . . . . . . . 6
Section 4.2. Powers of the Executive Committee . . . . 6
Section 4.3. Powers of Other Committees of the Board
of Directors . . . . . . . . . . . . . 6
Section 4.4. Proceedings and Quorum . . . . . . . . . 6
Section 4.5. Other Committees . . . . . . . . . . . . 6

ARTICLE V OFFICERS . . . . . . . . . . . . . . . . . . . . 6
Section 5.1. Officers . . . . . . . . . . . . . . . . 6
Section 5.2. Election, Tenure and Qualifications . . . 7
Section 5.3. Vacancies and Newly Created Offices . . . 7
Section 5.4. Removal and Resignation. . . . . . . . . 7
Section 5.5. Chairman of the Board. . . . . . . . . . 7
Section 5.6. Vice Chairman of the Board . . . . . . . 7
Section 5.7. President, Co-President . . . . . . . . . 7
Section 5.8. Vice President . . . . . . . . . . . . . 8
Section 5.9. Treasurer and Assistant Treasurers . . . 8
Section 5.10. Secretary and Assistant Secretaries . . . 8
Section 5.11. Subordinate Officers . . . . . . . . . . 8
Section 5.12. Remuneration . . . . . . . . . . . . . . 9
Section 5.13. Surety Bonds . . . . . . . . . . . . . . 9

ARTICLE VI EXECUTION OF INSTRUMENTS, VOTING OF SECURITIES . 9
Section 6.1. Checks, Notes, Drafts, Etc. . . . . . . . 9
Section 6.2. Voting of Securities. . . . . . . . . . . 9


ARTICLE VII CAPITAL STOCK . . . . . . . . . . . . . . . . 10
Section 7.1. Certificates of Stock. . . . . . . . . . 10
Section 7.2. Transfer of Shares . . . . . . . . . . . 10
Section 7.3. Transfer Agents and Registrars . . . . . 10
Section 7.4. Fixing of Record Date . . . . . . . . . . 10
Section 7.5. Lost, Stolen or Destroyed Certificates . 11

ARTICLE VIII CONFLICT OF INTEREST TRANSACTIONS . . . . . . 11
Section 8.1. Validity of Contract or Transactions . . 11

ARTICLE IX FISCAL YEAR AND ACCOUNTANT . . . . . . . . . . . 11
Section 9.1. Fiscal Year . . . . . . . . . . . . . . . 11

ARTICLE X INDEMNIFICATION AND INSURANCE . . . . . . . . . . 11
Section 10.1 Indemnification of Officers, Directors,
Employees and Agents . . . . . . . . . 11
Section 10.2. Insurance of Officers, Directors,
Employees and Agents . . . . . . . . . 12
Section 10.3. Non-exclusivity . . . . . . . . . . . . . 13
Section 10.4. Amendment . . . . . . . . . . . . . . . . 13

ARTICLE XI AMENDMENTS . . . . . . . . . . . . . . . . . . . 13
Section 11.1. General . . . . . . . . . . . . . . . . . 13
Section 11.2. By Stockholders Only. . . . . . . . . . . 13