AMENDED BY-LAWS

GLOBAL INCOME FUND, INC.

AMENDED AND RESTATED BYLAWS

(Adopted on July 8, 2003)



ARTICLE I

LOCATION OF
OFFICES AND SEAL


Section 1. 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 or the business of the
Corporation may require.

Section 2. 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 corporation seal of the
Corporation to any document requiring the same.

ARTICLE II

STOCKHOLDERS

Section 1. Place of Meeting. All meetings of the stockholders shall be held at
the principal office of the Corporation in the State of Maryland or at such
other place as may from time to time be designated by the Board of Directors and
stated in the notice of such meeting.

Section 2. Annual Meetings. An annual meeting of stockholders for election of
Directors and the transaction of such other business within the powers of the
Corporation and that may properly come before the meeting shall be held at such
date, time and place as the Board of Directors, or any duly constituted
committee of the Board, shall set between August 6 and September 5 of each year,
unless there is no requirement under the Investment Company Act of 1940, the
listing requirements of the stock exchange or market where the Corporation's
stock is listed, or other applicable law that any such meeting be held.

Section 3. Special Meetings.

(a) General. The Chairman of the Board of Directors, President or Board of
Directors may call a special meeting of the stockholders. Any such special
meeting shall be held at such place, date and time as may be designated by the
Chairman of the Board of Directors, President or Board of Directors, whoever has
called the meeting. Subject to subsection (b) of this Section 3, a special
meeting of stockholders shall also be called by the Secretary of the Corporation
upon the written request of the stockholders entitled to cast not less than a
majority of all the votes entitled to be cast at such meeting.


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(b) Stockholder Requested Special Meetings. (1) Any stockholder of record
seeking to have stockholders request a special meeting shall, by sending written
notice to the Secretary (the "Record Date Request Notice") by registered mail,
return receipt requested, request the Board of Directors to fix a record date to
determine the stockholders entitled to request a special meeting (the "Request
Record Date"). The Record Date Request Notice shall set forth the purpose of the
meeting and the matters proposed to be acted on at it, shall be signed by one or
more stockholders of record as of the date of signature (or their agents duly
authorized in writing), shall bear the date of signature of each such
stockholder (or such agent) and shall set forth all information relating to each
such stockholder that must be disclosed in solicitations of proxies for election
of Directors in an election contest (even if an election contest is not
involved), or is otherwise required, in each case pursuant to Regulation 14A (or
any successor provision) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Upon receiving the Record Date Request Notice, the Board
of Directors may fix a Request Record Date. The Request Record Date shall not
precede and shall not be more than twenty days after the close of business on
the date on which the resolution fixing the Request Record Date is adopted by
the Board of Directors. If the Board of Directors, within twenty days after the
date on which a valid Record Date Request Notice is received, fails to adopt a
resolution fixing the Request Record Date and make a public announcement of such
Request Record Date, the Request Record Date shall be the close of business on
the twentieth day after the first date on which the Record Date Request Notice
is received by the Secretary.

(2) In order for any stockholder to request a special meeting, one or more
written requests for a special meeting signed by stockholders of record (or
their agents duly authorized in writing) as of the Request Record Date entitled


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to cast not less than a majority (the "Special Meeting Percentage") of all of
the votes entitled to be cast at such meeting (the "Special Meeting Request")
shall be delivered to the Secretary. In addition, the Special Meeting Request
shall set forth the purpose of the meeting and the matters proposed to be acted
on at it (which shall be limited to the matters set forth in the Record Date
Request Notice received by the Secretary), shall bear the date of signature of
each such stockholder (or such agent) signing the Special Meeting Request, shall
set forth the name and address, as they appear in the Corporation's books, of
each stockholder signing such request (or on whose behalf the Special Meeting
Request is signed), the class, series and number of all shares of stock of the
Corporation which are owned by each such stockholder, and the nominee holder
for, and number of, shares owned by such stockholder beneficially but not of
record, shall be sent to the Secretary by registered mail, return receipt
requested, and shall be received by the Secretary within 60 days after the
Request Record Date. Any requesting stockholder may revoke his, her or its
request for a special meeting at any time by written revocation delivered to the
Secretary.

(3) The Secretary shall inform the requesting stockholders of the
reasonably estimated cost of preparing and mailing the notice of meeting
(including the Corporation's proxy materials). The Secretary shall not be
required to call a special meeting upon stockholder request and such meeting
shall not be held unless, in addition to the documents required by paragraph (2)
of this Section 3(b), the Secretary receives payment of such reasonably
estimated cost prior to the mailing of any notice of the meeting.


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(4) In the case of any special meeting called by the Secretary upon the
request of stockholders (a "Stockholder Requested Meeting"), such meeting shall
be held at such place, date and time as may be designated by the Board of
Directors; provided, however, that the date of any Stockholder Requested Meeting
shall be not more than 90 days after the record date for such meeting (the
"Meeting Record Date"); and provided further that if the Board of Directors
fails to designate, within twenty days after the date that a valid Special
Meeting Request is actually received by the Secretary (the "Delivery Date"), a
date and time for a Stockholder Requested Meeting, then such meeting shall be
held at 2:00 p.m. local time on the 90th day after the Meeting Record Date or,
if such 90th day is not a Business Day (as defined below), on the first
preceding Business Day; and provided further that in the event that the Board of
Directors fails to designate a place for a Stockholder Requested Meeting within
twenty days after the Delivery Date, then such meeting shall be held at the
principal executive office of the Corporation. In fixing a date for any special
meeting, the Chairman of the Board of Directors, President or Board of Directors
may consider such factors as he, she or it deems relevant within the good faith
exercise of business judgment, including, without limitation, the nature of the
matters to be considered, the facts and circumstances surrounding any request
for the meeting and any plan of the Board of Directors to call an annual meeting
or a special meeting. In the case of any Stockholder Requested Meeting, if the
Board of Directors fails to fix a Meeting Record Date that is a date within 30
days after the Delivery Date, then the close of business on the 30th day after
the Delivery Date shall be the Meeting Record Date.

(5) If written revocations of requests for the special meeting have been
delivered to the Secretary and the result is that stockholders of record (or
their agents duly authorized in writing), as of the Request Record Date,


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entitled to cast less than the Special Meeting Percentage have delivered, and
not revoked, requests for a special meeting to the Secretary, the Secretary
shall: (i) if the notice of meeting has not already been mailed, refrain from
mailing the notice of the meeting and send to all requesting stockholders who
have not revoked such requests written notice of such revocation of a request
for the special meeting, generally without identifying from whom the revocation
was received, or (ii) if the notice of meeting has been mailed, revoke the
notice of the meeting at any time before the commencement of the meeting. Any
request for a special meeting received after the occurrence of (i) or (ii) above
shall be considered a new Record Date Request Notice pursuant to Section 3
hereof.

(6) The Chairman of the Board of Directors, the President or the Board of
Directors may appoint independent inspectors of elections to act as the agent of
the Corporation for the purpose of promptly performing a ministerial review of
the validity of any purported Special Meeting Request received by the Secretary.
For the purpose of permitting the inspectors to perform such review, no such
purported request shall be deemed to have been delivered to the Secretary until
the earlier of (i) ten Business Days after receipt by the Secretary of such
purported request and (ii) such date as the independent inspectors certify to
the Corporation as to whether the valid requests received by the Secretary
represent at least a majority of the issued and outstanding shares of stock that
would be entitled to vote at such meeting. Nothing contained in this paragraph
(6) shall in any way be construed to suggest or imply that the Corporation or
any stockholder shall not be entitled to contest the validity of any request,
whether during or after such ten Business Day period, or to take any other


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action (including, without limitation, the commencement, prosecution or defense
of any litigation with respect thereto, and the seeking of injunctive relief in
such litigation).

(7) For purposes of these Bylaws, "Business Day" shall mean any day other
than a Saturday, a Sunday or a day on which banking institutions in the State of
Maryland are authorized or obligated by law or executive order to close.

Section 4. Notice of Meetings. The Secretary shall cause written or printed
notice of the place, date and hour, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, to be given, not less than
10 and not more than 90 days before the date of the meeting, to each stockholder
entitled to vote at, or entitled to notice of, such meeting by leaving the same
with such stockholder or at such stockholder's residence or usual place of
business or by mailing it, postage prepaid, and addressed to such stockholder at
his address as it appears on the records of the Corporation at the time of such
mailing, or by transmitting it to the stockholder by electronic mail to any
electronic mail address of the stockholder or by any other electronic means. If
mailed, notice shall be deemed to be given when deposited in the United States
mail addressed to the stockholder as aforesaid. Notice of any stockholders'
meeting need not be given to any stockholder who shall sign a written waiver of
such notice either 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

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non-receipt of any such notice by, any of the stockholders shall not invalidate
any action otherwise properly taken by or at such meeting.

Section 5. Quorum; Adjournment of Meetings. At any meeting of stockholders, the
presence in person or by proxy of stockholders entitled to cast a majority of
all the votes entitled to be cast at such meeting shall constitute a quorum; but
this section shall not affect any requirement under any statute or the charter
(the "Charter") of the Corporation for the vote necessary for the adoption of
any measure. If, however, such quorum shall not be present at any meeting of the
stockholders, the chairman of the meeting shall have the power to adjourn the
meeting from time to time to a date not more than 120 days after the original
record date without notice other than announcement at the meeting. At such
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified.

The stockholders present either in person or by proxy, at a meeting which
has been duly called and convened, may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

Section 6. Voting. Unless otherwise provided by the Charter, each outstanding
share or fraction thereof, regardless of class, shall be entitled to one vote or
fraction thereof, as the case may be, on each matter submitted to a vote of the
stockholders. A majority of the votes cast at a meeting of stockholders duly
called and at which a quorum is present shall be sufficient to approve any
matter which may properly come before the meeting, unless more than a majority
of votes cast is required by statute or the Charter or these Bylaws of the

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Corporation. 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.

Section 7. Inspectors. The Board of Directors, in advance of any meeting, may,
but need not, appoint one or more individual inspectors or one or more entities
that designate individuals as inspectors to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not so appointed, the
chairman of the meeting may appoint one or more inspectors. In case any person
who may be appointed as an inspector fails to appear or act, the vacancy may be
filled by appointment made by the Board of Directors in advance of the meeting
or at the meeting by the chairman of the meeting. Each inspector so appointed
shall first subscribe an oath or affirmation to execute faithfully the duties of
inspector at such election with strict impartiality and according to the best of
his 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 such
inspector.

The inspectors, if any, shall determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum, the validity and effect of proxies, and shall receive
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. Each such report
shall be in writing and signed by him or her or by a majority of them if there
is more than one inspector acting at such meeting. If there is more than one
inspector, the report of a majority shall be the report of the inspectors. The
determination of such inspector or inspectors as to the number of shares


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outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the form, validity and effect of proxies or ballots,
all challenges and questions arising in connection with the right to vote, the
count or tabulation of all votes, ballots or consents, and all other matters
upon which their certificate would be based shall be deemed final and
conclusive, and such inspectors' determinations shall not be subject to
challenge or review prior to the issuance of their certificate, unless such
challenge or review is approved by the vote of a majority of the Board of
Directors. The certificate of the result of the vote taken shall be deemed final
and conclusive, and such inspectors' decisions shall not be judicially
reviewable, unless such judicial review is approved by the vote of a majority of
the Board of Directors.

Section 8. Stockholders Entitled to Vote. If the Board of Directors sets a
record date for the determination of stockholders entitled to notice of or to
vote at any stockholders' meeting in accordance with these Bylaws, each
stockholder of the Corporation shall be entitled to vote, in person or by proxy,
each share of stock standing in his name on the books of the Corporation on such
record date. 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 thirtieth day before the meeting, or, if
notice is waived by all stockholders, at the close of business on the tenth day
next preceding the day on which the meeting is held.

Section 9. Validity of Proxies, Ballots. In an uncontested matter or election of
directors, a stockholder may cast the votes entitled to be cast by the shares of
stock owned of record by the stockholder in person or by proxy executed by the
stockholder or the stockholder's duly authorized agent in any manner not


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prohibited by law. In a contested matter or election of directors, a stockholder
may cast the votes entitled to be cast by the shares of stock owned of record by
the stockholder in person or by written proxy signed by the stockholder. Unless
a proxy provides otherwise, it shall not be valid more than eleven months after
its date. At every meeting of the stockholders, all proxies shall be received
and taken in charge of and all ballots shall be received and canvassed by the
Secretary of the Corporation or the person acting as secretary of the meeting
before being voted, who shall decide all questions touching the qualification of
voters, the validity of the proxies and the acceptance or rejection of votes,
unless an inspector of election has been appointed for the meeting in which
event such inspector of election shall decide all such questions.

Section 10. Organization and Conduct of Stockholders' Meetings. Every meeting of
stockholders shall be conducted by an individual appointed by the Board of
Directors to be chairman of the meeting or, in the absence of such appointment,
by the Chairman of the Board of Directors or, in the case of a vacancy in the
office or absence or unwillingness of the Chairman of the Board of Directors, by
one of the following officers present at the meeting: the Vice Chairman of the
Board of Directors, if there be one, the President, the Vice Presidents in their
order of rank and seniority, or, in the absence of such officers, a chairman
chosen by the stockholders by the vote of a majority of the votes cast by
stockholders present in person or by proxy. The Secretary, or, in the
Secretary's absence, an Assistant Secretary, or in the absence of both the
Secretary and Assistant Secretaries, a person appointed by the Board of
Directors or, in the absence of such appointment, a person appointed by the
chairman of the meeting shall act as secretary. In the event that the Secretary

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presides at a meeting of the stockholders, an Assistant Secretary, or in the
absence of Assistant Secretaries, an individual appointed by the Board of
Directors or the chairman of the meeting, shall record the minutes of the
meeting. The order of business and all other matters of procedure at any meeting
of stockholders shall be determined by the chairman of the meeting. The chairman
of the meeting may prescribe such rules, regulations and procedures and take
such action as, in the discretion of such chairman, are appropriate, including,
without limitation, (a) restricting admission to the time set for the
commencement of the meeting; (b) limiting attendance at the meeting to
stockholders of record of the Corporation, their duly authorized proxies and
other such individuals as the chairman of the meeting may determine; (c)
limiting participation at the meeting on any matter to stockholders of record of
the Corporation entitled to vote on such matter, their duly authorized proxies
and other such individuals as the chairman of the meeting may determine; (d)
limiting the time allotted to questions or comments by participants; (e)
maintaining order and security at the meeting; (f) removing any stockholder or
any other individual who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairman of the meeting; and (g) recessing or
adjourning the meeting to a later date and time and place announced at the
meeting. Unless otherwise determined by the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure.

Section 11. Action Without a 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.


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Section 12. Advance Notice of Stockholder Nominations for Director and Other
Stockholder Proposals.

(a) Annual Meetings of Stockholders. (1) Nominations of individuals for
election to the Board of Directors and the proposal of other business to be
considered by the stockholders may be made at an annual meeting of stockholders
(i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction
of the Board of Directors or (iii) by any stockholder of the Corporation who was
a stockholder of record both at the time of giving of notice provided for in
this Section 12(a) and at the time of the annual meeting, who is entitled to
vote at the meeting and who has complied with this Section 12(a).

(2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (iii) of subsection (a)(1) of
this Section 12, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for action by the stockholders. To be timely, a
stockholder's notice shall set forth all information required under this Section
12 and shall be delivered to the Secretary at the principal executive office of
the Corporation not less than 90 days nor more than 120 days prior to the first
anniversary of the date of mailing of the notice for preceding year's annual
meeting; provided, however, that in the event that the date of the mailing of
the notice for the annual meeting is advanced or delayed by more than 30 days
from the first anniversary of the date of the mailing of the notice of the
preceding year's annual meeting, notice by the stockholder to be timely must be
so delivered not earlier than the 120th day prior to the date of the mailing of
the notice of such annual meeting and not later than the close of business on


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the later of the 90th day prior to the date of the mailing of the notice for
such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made. In no event shall the
public announcement of a postponement or adjournment of an annual meeting
commence a new time period for the giving of a stockholder's notice as described
above. Such stockholder's notice shall set forth (i) as to each individual whom
the stockholder proposes to nominate for election or reelection as a Director,
(A) the name, age, business address and residence address of such individual,
(B) the class, series and number of any shares of stock of the Corporation that
are beneficially owned by such individual, (C) the date such shares were
acquired and the investment intent of such acquisition, (D) the determination of
such stockholder as to whether any such individual is, or is not, an Interested
Person (as defined in Article III, Section 10 of these Bylaws) of the
Corporation, and information regarding such individual that is sufficient, in
the discretion of the Board of Directors or any committee thereof or any
authorized officer of the Corporation, to verify such determination, (E)
sufficient information to enable the Nominating Committee of the Board of
Directors to make the determination as to the proposed nominee's qualifications
required under Article III, Section 2(b) of the Bylaws and (F) all other
information relating to such individual that is required to be disclosed in
solicitations of proxies for election of Directors in an election contest (even
if an election contest is not involved), or is otherwise required, in each case
pursuant to Regulation 14A (or any successor provision) under the Exchange Act
and the rules thereunder (including such individual's written consent to being
named in the proxy statement as a nominee and to serving as a Director if
elected); (ii) as to any other business that the stockholder proposes to bring
before the meeting, a description of the business desired to be brought before


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the meeting, the reasons for proposing such business at the meeting, and any
material interest in such business of such stockholder and any Stockholder
Associated Person (as defined in subsection (c)(4) of this Section 12, below),
individually or in the aggregate, including any anticipated benefit to the
stockholder and any Stockholder Associated Person therefrom, (iii) as to the
stockholder giving the notice and any Stockholder Associated Person, the class,
series and number of all shares of stock of the Corporation which are owned by
such stockholder and by such Stockholder Associated Person, if any, and the
nominee holder for, and number of, shares owned beneficially but not of record
by such stockholder and by any such Stockholder Associated Person and (iv) as to
the stockholder giving the notice and any Stockholder Associated Person covered
by clauses (ii) or (iii) of this paragraph (2) of this Section 12(a), the name
and address of such stockholder, as they appear on the Corporation's stock
ledger and current name and address, if different, and of such Stockholder
Associated Person.

(3) Notwithstanding anything in this subsection (a) of this Section 12
to the contrary, in the event the Board of Directors increases or decreases the
number of Directors in accordance with Article III, Section 2(a) of these
Bylaws, and there is no public announcement of such action at least 100 days
prior to the first anniversary of the date of the preceding year's annual
meeting, a stockholder's notice required by this Section 12(a) shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive office of the Corporation not later than the close of
business on the tenth day following the day on which such public announcement is
first made by the Corporation.

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(b) Special Meetings of Stockholders. Only such business shall be conducted
at a special meeting of stockholders as shall have been brought before the
meeting pursuant to the Corporation's notice of meeting. Nominations of
individuals for election to the Board of Directors may be made at a special
meeting of stockholders at which Directors are to be elected (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) provided that the Board of Directors has determined that
Directors shall be elected at such special meeting, by any stockholder of the
Corporation who is a stockholder of record both at the time of giving of notice
provided for in this Section 12 and at the time of the special meeting, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section 12. In the event the Corporation calls a special meeting
of stockholders for the purpose of electing one or more individuals to the Board
of Directors, any such stockholder may nominate an individual or individuals (as
the case may be) for election as a Director as specified in the Corporation's
notice of meeting, if the stockholder's notice required by subsection (a)(2) of
this Section 12 shall be delivered to the Secretary at the principal executive
office of the Corporation not earlier than the 120th day prior to such special
meeting and not later than the close of business on the later of the 90th day
prior to such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of a postponement or adjournment of a
special meeting commence a new time period for the giving of a stockholder's
notice as described above.


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(c) General. (1) Upon written request by the Secretary or the Board of
Directors or any committee thereof, any stockholder proposing a nominee for
election as a Director or any proposal for other business at a meeting of
stockholders shall provide, within five Business Days of delivery of such
request (or such other period as may be specified in such request), written
verification, satisfactory, in the discretion of the Board of Directors or any
committee thereof or any authorized officer of the Corporation, to demonstrate
the accuracy of any information submitted by the stockholder pursuant to this
Section 12. If a stockholder fails to provide such written verification within
such period, the information as to which written verification was requested may
be deemed not to have been provided in accordance with this Section 12.

(2) Only such individuals who are nominated in accordance with this
Section 12 shall be eligible for election as Directors, and only such business
shall be conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with this Section 12. The chairman of the
meeting shall have the power to determine whether a nomination or any other
business proposed to be brought before the meeting was made or proposed, as the
case may be, in accordance with this Section 12.

(3) For purposes of this Section 12, "public announcement" shall mean
disclosure (i) in a press release reported by the Dow Jones News Service,
Associated Press or comparable news service or (ii) in a document publicly filed
by the Corporation with the Securities and Exchange Commission pursuant to the
Exchange Act or the Investment Company Act.


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(4) For purposes of this Section 12, "Stockholder Associated Person" of
any stockholder shall mean (i) any person controlling, directly or indirectly,
or acting in concert with, such stockholder, (ii) any beneficial owner of shares
of stock of the Corporation owned of record or beneficially by such stockholder
and (iii) any person controlling, controlled by or under common control with
such Stockholder Associated Person.

(5) Notwithstanding the foregoing provisions of this Section 12, a
stockholder shall also comply with all applicable requirements of state law and
of the Exchange Act and the Investment Company Act and any rules and regulations
thereunder with respect to the matters set forth in this Section 12. Nothing in
this Section 12 shall be deemed to affect any right of a stockholder to request
inclusion of a proposal in, nor the right of the Corporation to omit a proposal
from, the Corporation's proxy statement pursuant to Rule 14a-8 (or any successor
provision) under the Exchange Act.

Section 13. Maryland Control Share Acquisition Act. Pursuant to a resolution
adopted by the Board of Directors of the Corporation in accordance with Section
3-702(c)(4) of the Maryland General Corporation Law (the "MGCL"), the
Corporation is subject to Title 3, Subtitle 7 of the MGCL, with the result that
any shares of voting stock of the Corporation, that would, if aggregated with
all other shares of stock of the Corporation owned by such person or in respect
of which such person is entitled to exercise or direct the exercise of voting
power, except solely by virtue of a revocable proxy, entitle that person,
directly or indirectly, to exercise or direct the exercise of the voting power
of shares of stock of the Corporation in the election of directors within the
range of one-tenth or more but less than one-third of all voting power,

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one-third or more but less than a majority of all voting power or a majority or
more of all voting power, shall have no voting rights, (1) except to the extent
approved by the stockholders at a meeting held under Section 3-704 of the MGCL
by the affirmative vote of two-thirds of all the votes entitled to be cast on
the matter, excluding all interested shares, (2) except that said resolution
shall not apply to votes entitled to be cast by holders of control shares in
connection with any action required by the Investment Company Act to be approved
by the stockholders by the vote of a majority of the outstanding voting
securities (as defined by the Investment Company Act) of the Corporation, and
(3) except that said resolution shall not apply to votes entitled to be cast by
holders of control shares whose ownership of such control shares was approved by
a majority of the Continuing Directors prior to the time such holder acquired
such control shares.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Powers. Except as otherwise provided by law, by the Charter or by
these Bylaws, the business and affairs of the Corporation shall be managed under
the direction of, and all the powers of the Corporation shall be exercised by or
under authority of, its Board of Directors.

Section 2. Terms of Directors: Qualifications.

(a) Terms of Directors. The total number of Directors of the Corporation
shall be fixed only by a vote of the Board of Directors, including the
affirmative vote of a majority of the Continuing Directors (as such term is
defined in the Charter). In accordance with the Charter, the Directors shall be
divided into five classes and shall be designated as Class I, Class II, Class
III, Class IV and Class V Directors. A Director of each class shall serve for a


19

term of five years and until his or her successor is elected and qualifies, or,
when filling a vacancy, for the remainder of the full term and until his or her
successor is elected and qualifies.

(b) Qualifications. (1) To qualify as a nominee for a Directorship, an
individual, at the time of nomination, (i)(A) shall be a resident United States
citizen and have substantial expertise, experience or relationships relevant to
the business of the Corporation, (B) shall have a master's degree in economics,
finance, business administration or accounting, a graduate professional degree
in law from an accredited university or college in the United States or the
equivalent degree from an equivalent institution of higher learning in another
country, or a certification as a public accountant in the United States, or be
deemed an "audit committee financial expert" as such term is defined in Item 401
of Regulation S-K (or any successor provision) promulgated by the Securities and
Exchange Commission; and (C) shall not serve as a director or officer of another
closed-end investment company unless such company is managed by the
Corporation's investment manager or investment adviser or by an affiliate of
either; or (ii) shall be a current Director of the Corporation.

(2) In addition, to qualify as a nominee for a directorship or election
as a Director, (i) an incumbent nominee shall not have violated any provision of
the Conflicts of Interest and Corporate Opportunities Policy (the "Policy"),
adopted by the Board on July 8, 2003, as subsequently amended or modified, and
(ii) an individual who is not an incumbent Director shall not have a
relationship, hold any position or office or otherwise engage in, or have
engaged in, any activity that would result in a violation of the Policy if the
individual were elected as a Director.

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(3) The Nominating Committee of the Board of Directors, in its sole
discretion, shall determine whether an individual satisfies the foregoing
qualifications. Any individual who does not satisfy the qualifications set forth
under the foregoing provisions of this subsection (b) shall not be eligible for
nomination or election as a Director.

(4) In addition, no person shall be qualified to be a Director unless
the Nominating Committee, in consultation with counsel to the Corporation, has
determined that such person, if elected as a Director, would not cause the
Corporation to be in violation of, or not in compliance with, applicable law,
regulation or regulatory interpretation, or the Corporation's Charter, or any
general policy adopted by the Board of Directors regarding either retirement age
or the percentage of Interested Persons and non-Interested Persons to comprise
the Corporation's Board of Directors.

Section 3. Election. Unless all nominees for Director are approved by a majority
of the Continuing Directors, the affirmative vote of the holders of at least 80%
of the outstanding shares of all classes of voting stock, voting together, shall
be required to elect a Director. If all nominees for Director are approved by a
majority of the Continuing Directors, a plurality of all the votes cast at a
meeting at which a quorum is present shall be sufficient to elect a Director.

Section 4. Vacancies and Newly Created Directorships. Subject to the
requirements of the Investment Company Act, any vacancy shall be filled in
accordance with the Charter.

Section 5. Place of Meeting. The Directors may hold their meetings, have one or
more offices, and keep the books of the Corporation, at any office or offices of
the Corporation or at any other place as they may from time to time by


21

resolution determine, or in the case of meetings, as they may from time to time
by resolution determine or as shall be specified or fixed in the respective
notices or waivers of notice thereof.

Section 6. Annual and Regular Meetings. The annual meeting of the Board of
Directors for choosing officers and transacting other proper business shall be
the next regularly scheduled Board meeting following the annual stockholders'
meeting, at such time and place as the Board may determine. The Board of
Directors from time to time may provide by resolution for the holding of regular
meetings and fix their time and place as the Board of Directors may determine.
Notice of such annual and regular meetings need not be in writing, provided that
notice of any change in the time or place of such meetings shall be communicated
promptly to each Director not present at the meeting at which such change was
made in the manner provided in Section 8 of this Article III 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 by means of which all
persons participating in the meeting can hear each other at the same time, and
participation by such means shall constitute presence in person at a meeting.

Section 7. Special Meetings. Special meetings of the Board of Directors may be
held at any time or place and for any purpose when called by the Chairman of the
Board, the President or a majority of Directors then in office.

Section 8. Notice. Notice of any special meeting of the Board of Directors shall
be delivered personally or by telephone, electronic mail, facsimile
transmission, United States mail or courier to each Director at his or her


22

business or residence address. Notice by personal delivery, telephone,
electronic mail or facsimile transmission shall be given at least 24 hours prior
to the meeting. Notice by United States mail shall be given at least three days
prior to the meeting. Notice by courier shall be given at least two days prior
to the meeting. Telephone notice shall be deemed to be given when the Director
or his or her agent is personally given such notice in a telephone call to which
the Director or his or her agent is a party. Electronic mail notice shall be
deemed to be given upon transmission of the message to the electronic mail
address given to the Corporation by the Director. Facsimile transmission notice
shall be deemed to be given upon completion of the transmission of the message
to the number given to the Corporation by the Director and receipt of a
completed answer-back indicating receipt. Notice by United States mail shall be
deemed to be given when deposited in the United States mail properly addressed,
with postage thereon prepaid. Notice by courier shall be deemed to be given when
deposited with or delivered to a courier properly addressed. Neither the
business to be transacted at, nor the purpose of, any annual, regular or special
meeting of the Board of Directors need be stated in the notice, unless
specifically required by statute or these Bylaws.

Section 9. Waiver of Notice. No notice of any meeting of the Board of Directors
or a committee of the Board 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 meeting.

Section 10. Quorum and Voting.

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(a) General. At all meetings of the Board of Directors, the presence of a
majority of the Directors then in office shall constitute a quorum for the
transaction of business. 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 Directors present at a meeting at which a
quorum is present shall be the action of the Board of Directors, unless (1) the
concurrence of a greater proportion is required for such action by law, by the
Charter or by these Bylaws or (2) the action is taken by the Continuing
Directors in accordance with the Charter. If enough Directors have withdrawn
from a meeting to leave less than a quorum but the meeting is not adjourned, the
action of a majority of Directors, which is not less than the number necessary
to approve the matter if a quorum were constituted, shall be the action of the
Board of Directors, unless the concurrence of a greater proportion is required
for such action by applicable statute or by the Charter.

(b) Approval of Contracts.

(1) Definitions. In this Article III, Section 10(b), the following words
have the following meanings:

(A) "Contract" means an investment advisory agreement, a sub-advisory
agreement or a management agreement between the Corporation and an Affiliated
Person (as such term is defined by Section 2(a)(3) of the Investment Company
Act) of any (i) Disinterested Director serving on the Board at the time the
proposed investment advisory agreement, sub-advisory agreement or management
agreement is considered for approval by the Board of Directors or (ii)
Disinterested Director who has served on the Board in the two years preceding


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the date on which the investment advisory agreement, sub-advisory agreement or
management agreement is considered for approval by the Board of Directors.

(B) "Control" has the meaning stated in Section 2(a)(9) of the
Investment Company Act.

(C) "Disinterested Director" means a Director who is not an
Interested Person with respect to the Corporation.

(D) "Interested Person" has the meaning stated in Section 2(a)(19) of
the Investment Company Act.

(2) Approval Required. In addition to the approval required under the
Investment Company Act, the affirmative vote of at least 75% of all the
Disinterested Directors who are not Affiliated Persons of a proposed party to a
Contract shall be required to approve the Contract.

(3) Amendment and Repeal. This Article III, Section 10(b) may be
amended, modified, repealed or supplemented only by the affirmative vote of at
least 75% of the Continuing Directors (as such term is defined in the Charter).

(c) Conditional Tender Offer.

(1) Definitions. In this Article III, Section 10(c), the following words
have the following meanings.

(A) "Contract" means an investment advisory agreement, a sub-advisory
agreement or a management agreement between the Corporation and (i) an
Affiliated Person of any Disinterested Director, (ii) a person (or an Affiliated
Person of that person) who nominated any Disinterested Director serving on the
Board at the time the proposed investment advisory agreement, sub-advisory


25

agreement or management is considered for approval by the Board of Directors, or
(iii) a person who controls the Corporation (or an Affiliated Person of that
person).

(B) "Control" has the meaning stated in Section 2(a)(9) of the
Investment Company Act.

(C) "Disinterested Director" means a Director who is not an
Interested Person with respect to the Corporation.

(D) "Interested Person" has the meaning stated in Section 2(a)(19) of
the Investment Company Act.

(2) General. Not more than 45 days after the day on which a Contract is
approved by the Board of Directors, the Corporation shall commence a tender
offer (the "Tender Offer") for not less than 50% of all the outstanding shares
of the Corporation nor more than any percentage of the outstanding shares that
would require a vote of the stockholders under the MGCL for a price per share of
not less than 98% of the net asset value per share unless the Contract, in
addition to any approvals required under applicable law, the Charter and the
Bylaws, has been approved by the affirmative vote of at least 75% of the
Continuing Directors. The Corporation shall pay for the shares tendered pursuant
to the Tender Offer promptly after the expiration date of the Tender Offer. The
Tender Offer shall be unconditional except as provided in subsection (3) of this
Section 10(c). The Tender Offer may be modified by the Corporation only to the
extent necessary to comply with the 1940 Act, as amended, and the rules adopted
thereunder, the Exchange Act, as amended, and the rules adopted thereunder, the
rules of the American Stock Exchange applicable to listed companies, as amended,
or if the Corporation is not listed on the American Stock Exchange, the rules of
the stock exchange or market where the Corporation's Shares are listed (the


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"Exchange"), and the MGCL. If any such required modification affects the
percentage of outstanding shares of the Corporation which the Corporation would
offer to purchase pursuant to the Tender Offer, the Corporation shall reduce
that percentage only by such minimum amount as is necessary for the Tender Offer
to comply with the rules and regulations described in the foregoing sentence of
this subsection. (3) Certain Conditions of the Tender Offer . Notwithstanding
any other provision of this Section 10(c), the Corporation shall modify the
Tender Offer only to the extent necessary to ensure that the Tender Offer, if
consummated, would (A) result in the delisting of the Corporation's shares from
the Exchange (if the Exchange has advised the Corporation that it would
currently consider delisting the shares) or (B) in the written opinion of
counsel to the Corporation, pose a substantial risk that the Corporation would
lose its status as a regulated investment company under the Internal Revenue
Code, as amended, and the rules adopted thereunder (which would make the
Corporation a taxable entity, causing the Corporation's income to be taxed at
the corporate level in addition to the taxation of stockholders who receive
dividends from the Corporation).

Section 11. Action Without a Meeting. 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 consent to such action is executed in writing or
by electronic means by all Directors of the Board or of any committee, as the
case may be, and such consent is filed with the minutes of proceedings of the
Board or committee.

Section 12. Compensation of Directors. Except as otherwise provided in this
Section, Directors shall be entitled to receive such compensation from the
Corporation for their services as may from time to time be determined by


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resolution of the Board of Directors. A Director who is an Affiliated Person of
a holder of more than 5% of the outstanding shares of the Corporation shall not
be entitled to fees or expenses arising out of service as a Director of the
Corporation.

ARTICLE IV

COMMITTEES

Section 1. Section 1. Number, Tenure and Qualifications. The Board of Directors
may appoint from among its members an Executive Committee, an Audit Committee
and other committees, composed of one or more Directors, to serve at the
pleasure of the Board of Directors. There shall also be a Committee of the Board
of Directors consisting solely of all Continuing Directors then in office, which
Committee shall have the power to take all actions delegated to the Continuing
Directors by the Charter or these Bylaws.

Section 2. Powers. The Board of Directors may delegate to committees appointed
under Section 1 of this Article any of the powers of the Board of Directors,
except as prohibited by law.

Section 3. Meeting. Notice of committee meetings shall be given in the same
manner as notice for special meetings of the Board of Directors. A majority of
the members of the committee shall constitute a quorum for the transaction of
business at any meeting of the committee. The act of a majority of the committee
members present at a meeting shall be the act of such committee. The Board of
Directors may designate a chairman of any committee, and such chairman or, in
the absence of a chairman, any two members of any committee (if there are at
least two members of the Committee) may fix the time and place of its meeting
unless the Board shall other provide. In the absence of any member of any such
committee, the members thereof present at any meeting, whether or not they


28

constitute a quorum, may appoint another Director to act in the place of such
absent member.

Section 4. Telephone Meeting. Members of a committee of the Board of Directors
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. Participation in a meeting by these means shall
constitute presence in person at the meeting.

Section 5. Written Consent by Committee. Any action required or permitted to be
taken at any meeting of a committee of the Board of Directors may be taken
without a meeting, if a consent to such action is executed in writing or by
electronic means by each member of the committee and such written consent is
filed with the minutes of proceedings of such committee.

Section 6. Vacancies. Subject to the provisions hereof, the Board of Directors
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.

Section 7. 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 direction of the management of the business and affairs of the Corporation
that may lawfully be exercised by a Committee.

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ARTICLE V

OFFICERS

Section 1. General. The officers of the Corporation shall be a President or
Co-Presidents, a Chairman (who shall be a Director), a Secretary and a
Treasurer, and may include one or more Vice Chairman, Vice Presidents, Assistant
Secretaries or Assistant Treasurers, and such other officers as may be appointed
in accordance with the provisions of Section 10 of this Article.

Section 2. Election, Tenure and Qualifications. The officers of the Corporation,
except those appointed as provided in Section 10 of this Article V, shall be
elected by the Board of Directors at its first meeting or such meetings as shall
be held prior to its first annual meeting, and thereafter annually at its annual
meeting. If any officers are not elected at any annual meeting, such officers
may be elected at any subsequent regular or special meeting of the Board. Except
as otherwise provided in this Article V, each officer elected by the Board of
Directors shall hold office until the next annual meeting of the Board of
Directors and until his successor shall have been elected and qualified. Any
person may hold one or more offices of the Corporation except the offices of
President and Vice President.

Section 3. Removal and Resignation. Whenever in the judgment of the Board of
Directors the best interest of the Corporation will be served thereby, any
officer may be removed from office by the vote of a majority of the members of
the Board of Directors, or the Executive Committee, given at a regular meeting
or any special meeting of the Board of Directors, or the Executive Committee,
called for such purpose. Any officer may resign his office at any time by
delivering a written resignation to the Board of Directors, the President or a


30

Co-President, the Secretary, or any Assistant Secretary. Unless otherwise
specified therein, such resignation shall take effect upon delivery. Such
resignation shall be without prejudice to the contract rights, if any, of the
Corporation.

Section 4. 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 or unwillingness of the Chairman of the
Board or Vice Chairman or if no Chairman of the Board or Vice Chairman has been
elected, shall preside at all stockholders' meetings. Subject to the supervision
of the Board of Directors, the President or 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 Co-Presidents may sign in the
name and on behalf of the Corporation all deeds, bonds, contracts, or
agreements. The President or Co-Presidents shall exercise such other powers and
perform such other duties as from time to time may be assigned to him by the
Board of Directors.

Section 5. Chairman. The Chairman shall be the Chairman of the Board of
Directors and shall preside at all Directors' meetings and stockholders'
meetings. Except as the Board of Directors may otherwise order, he may sign in
the name and on behalf of the Corporation all deeds, bonds, contracts, or
agreements. He shall exercise such other powers and perform such other duties ,
or delegate them as permitted by law or the Board of Directors, as from time to
time may be assigned to him by the Board of Directors.

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Section 6. Vice Chairman. 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
unwillingness 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 Co-President and, when so acting, shall have all the powers of
and be subject to all the restrictions upon such representative officers.

Section 7. Vice President. The Board of Directors may from time to time elect
one or more 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, as the case may be. At the request or in the absence
or disability of the President or Co-Presidents, as the case may be, 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 and, when so acting, shall have all the powers of and be subject to
all the restrictions upon the President.

Section 8. Treasurer and Assistant Treasurers. The Treasurer shall be the
principal financial and accounting officer of the Corporation and shall have
general charge of the finances and books of account of the Corporation. Except
as otherwise provided by the Board of Directors, he shall have general
supervision of the funds and property of the Corporation and of the performance
by the Custodian of its duties with respect thereto. He shall render to the
Board of Directors, whenever directed by the Board, an account of the financial
condition of the Corporation and of all his transactions as Treasurer; and as


32

soon as possible after the close of each fiscal year he shall make and submit to
the Board of Directors a like report for such fiscal year. He 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, he may perform all the duties of the Treasurer.

Section 9. 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. He shall keep in safe custody the seal of the
Corporation, and shall have charge of 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. He shall perform such other duties as appertain to his 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, he may perform all the duties of the Secretary.

Section 10. Subordinate Officers. The Board of Directors from time to time may
appoint such other officers or agents as it may deem advisable, each of whom
shall have such title, hold office for such period, have such authority and
perform such duties as the Board of Directors may determine. The Board of


33

Directors from time to time may delegate to one or more officers or agents the
power to appoint any such subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties.

Section 11. 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 10 of this Article V.

Section 12. 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 the Investment Company Act and the rules and regulations of the
Securities and Exchange Commission) 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 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

STOCK

Section 1. Certificates of Stock. The interest of each stockholder of the
Corporation shall be represented by certificates for shares of stock in such
form as the Board of Directors may from time to time prescribe. No certificate
shall be valid unless it is signed by the Chairman, the Vice Chairman,
President, Co-President or a Vice President and countersigned by the Secretary


34

or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the
Corporation and sealed with its seal, or bears the facsimile signatures of such
officers and a facsimile of such seal.

Section 2. Transfer of Shares. Shares of the Corporation shall be transferable
on the books of the Corporation by the holder thereof in person or by his duly
authorized attorney or legal representative upon surrender and cancellation of a
certificate or certificates for the same number of shares of the same class,
duly endorsed or accompanied by proper instruments of assignment and transfer,
with such proof of the authenticity of the signature as the Corporation or its
agents may reasonably require. The shares of stock of the Corporation may be
freely transferred, and the Board of Directors may, from time to time, adopt
rules and regulations with reference to the method of transfer of the shares of
stock of the Corporation.

Section 3. Stock Ledgers. The stock ledgers of the Corporation, containing the
names and addresses of the stockholders and the number of shares held by them
respectively, shall be kept at the principal office of the Corporation or, if
the Corporation employs a transfer agent, at the offices of the transfer agent
of the Corporation. The stock ledgers of the Corporation shall be considered
confidential and shall not be made available, except as required by applicable
law to be made available to stockholders of record for a proper purpose in such
capacity.

Section 4. Transfer Agents and Registrars. The Board of Directors may from time
to time appoint or remove transfer agents and/or registrars of transfers of
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 stock thereafter issued shall be
countersigned by one of such transfer agents or by one of such registrars of


35

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 5. Fixing of Record Date. The Board of Directors may fix in advance a
date as a record date for the determination of the stockholders entitled to
notice of, or to vote at, any stockholders' meeting or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or to
receive payment of any dividend or other distribution or to be allotted any
other rights, or for the purpose of any other lawful action, provided that (1)
such record date shall not exceed 90 days preceding the date on which the
particular action requiring such determination will be taken; (2) the transfer
books shall remain open regardless of the fixing of a record date; (3) in the
case of a meeting of stockholders, the record date shall be at least 10 days
before the date of the meeting; and (4) in the event a dividend or other
distribution is declared, the record date for stockholders entitled to a
dividend or distribution shall be at least 10 days after the date on which the
dividend is declared (declaration date).

Section 6. Lost, Stolen or Destroyed Certificates. Before issuing a new
certificate for stock of the Corporation alleged to have been lost, stolen or
destroyed, the Board of Directors or any officer authorized by the Board may, in
its discretion, require the owner of the lost, stolen or destroyed certificate
(or his 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.

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ARTICLE VII

FISCAL YEAR AND ACCOUNTANT

Section 1. Fiscal Year. The fiscal year of the Corporation shall, unless
otherwise ordered by the Board of Directors, be twelve calendar months ending on
the 31st day of December.

Section 2. Accountant. The Corporation shall employ an independent public
accountant or a firm of independent public accountants as its Accountants to
examine the accounts of the Corporation and to sign and certify financial
statements filed by the Corporation. The employment of the Accountant shall be
conditioned upon the right of the Corporation to terminate the employment
forthwith without any penalty by vote of a majority of the outstanding voting
securities at any stockholders' meeting called for that purpose.

ARTICLE VIII

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

To the maximum extent permitted by Maryland law and the Investment Company
Act, in effect from time to time, the Corporation shall indemnify and, without
requiring a preliminary determination of the ultimate entitlement to
indemnification, shall pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to (a) any individual who is a current or former
Continuing Director (as such term is defined in the Charter), officer, employee
or agent of the Corporation and who is made a party to the proceeding by reason
of his or her service in that capacity or (b) any individual who, while a
director, officer, employee or agent of the Corporation and at the request of
the Corporation, serves or has served in a similar capacity for another entity
and who is made a party to the proceeding by reason of his or her service in


37

that capacity. The Corporation may, with the approval of its Board of Directors,
provide such indemnification and advance for expenses to a Continuing Director
who served a predecessor of the Corporation in any of the capacities described
in (a) or (b) above and to any officer, employee or agent of a predecessor of
the Corporation.

Neither the amendment nor repeal of this Article, nor the adoption or
amendment of any other provision of the Bylaws or Charter of the Corporation
inconsistent with this Article, shall apply to or affect in any respect the
applicability of the preceding paragraph with respect to any act or failure to
act which occurred prior to such amendment, repeal or adoption.

No provision of this Article VIII shall be effective to protect or purport
to protect any Continuing Director or officer of the Corporation against
liability to the Corporation or its stockholders to which he or she would
otherwise 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.

ARTICLE IX

ADOPTION, ALTERATION OR REPEAL OF BYLAWS

Except as otherwise expressly provided in these Bylaws, the Continuing
Directors shall have the exclusive power to adopt, alter or repeal any provision
of these Bylaws and to make new Bylaws.
















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