EXHIBIT INDEX

EXHIBIT A:
  Attachment to item 77O:
  Transactions effected pursuant to Rule 10f-3

EXHIBIT B:
  Attachment to item 77Q1:
  Exhibits
 - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

EXHIBIT A:
SUB-ITEM 77O:
  Transactions effected pursuant to Rule 10f-3

INFORMATION WILL BE DISPLAYED IN THE FOLLOWING ORDER:
OFFERING;  DATE;  BROKER;  PRICE;
SHARES/PAR;  % OF OFFERING;  SYNDICATE MEMBER

Entravision;  8/2/00;  DLJ;  16.50
40,000;  0.0870%;  CS First Boston

Entravision;  8/2/00;  DLJ;  16.50
1,000;  0.0022%;  CS First Boston

United Microelectronics;  9/18/00;  Morgan Stanley;  14.35
207,850;  0.2309%;  CS First Boston

Asia Global Crossing LTI;  10/6/00;  Saloman;  7.00
100,000;  0.1471%;  CS First Boston

Telefonica Moviles;  11/21/00;  Morgan Stanley;  11.00
164,350;  0.1826%;  CS First Boston


EXHIBIT B:
SUB-ITEM 77Q1: Exhibits
(a) Amended By-Laws
 of Warburg, Pincus Global Telecommunications Fund, Inc.


AMENDED BY-LAWS
OF
WARBURG, PINCUS GLOBAL TELECOMMUNICATIONS FUND, INC.

A Maryland Corporation

ARTICLE I

STOCKHOLDERS

SECTION 1.  Annual Meetings.  No annual meeting of the
stockholders of the Warburg, Pincus Global Telecommunications
Fund, Inc. (the "Corporation") shall be held in any year in which
the election of directors is not required to be acted upon under
the Investment Company Act of 1940, as amended (the "1940 Act"),
unless otherwise determined by the Board of Directors.  An annual
meeting may be held at any place within the United States as may
be determined by the Board of Directors and as shall be
designated in the notice of the meeting, at the time specified by
the Board of Directors.  Any business of the Corporation may be
transacted at an annual meeting without being specifically
designated in the notice unless otherwise provided by statute,
the Corporation's Charter or these By-Laws.
SECTION 2.  Special Meetings.  Special meetings of the
stockholders for any purpose or purposes, unless otherwise
prescribed by statute or by the Corporation's Charter, may be
held at any place within the United States, and may be called at
any time by the Board of Directors or by the President, and shall
be called by the President or Secretary at the request in writing
of a majority of the Board of Directors or at the request in
writing of stockholders entitled to cast at least 10% (ten
percent) of the votes entitled to be cast at the meeting upon
payment by such stockholders to the Corporation of the reasonably
estimated cost of preparing and mailing a notice of the meeting
(which estimated cost shall be provided to such stockholders by
the Secretary of the Corporation).  Notwithstanding the
foregoing, unless requested by stockholders entitled to cast a
majority of the votes entitled to be cast at the meeting, a
special meeting of the stockholders need not be called at the
request of stockholders to consider any matter which is
substantially the same as a matter voted on at any special
meeting of the stockholders held during the preceding 12 (twelve)
months.  A written request shall state the purpose or purposes of
the proposed meeting.
SECTION 3.  Notice of Meetings.  Written or printed
notice of the purpose or purposes and of the time and place of
every meeting of the stockholders shall be given by the Secretary
of the Corporation to each stockholder of record entitled to vote
at the meeting, by placing the notice in the mail at least 10
(ten) days, but not more than 90 (ninety) days, prior to the date
designated for the meeting addressed to each stockholder at his
address appearing on the books of the Corporation or supplied by
the stockholder to the Corporation for the purpose of notice.
The notice of any meeting of stockholders may be accompanied by a
form of proxy approved by the Board of Directors in favor of the
actions or the election of persons as the Board of Directors may
select.  Notice of any meeting of stockholders shall be deemed
waived by any stockholder who attends the meeting in person or by
proxy, or who before or after the meeting submits a signed waiver
of notice that is filed with the records of the meeting.
SECTION 4.  Quorum.  Except as otherwise provided by
statute or by the Corporation's Charter, the presence in person
or by proxy of stockholders of the Corporation entitled to cast
at least one-third of the votes to be cast shall constitute a
quorum at each meeting of the stockholders and all questions
shall be decided by majority of the votes cast (except with
respect to the election of directors, which shall be by a
plurality of votes cast).  In the absence of a quorum, the
stockholders present in person or by proxy, by majority vote and
without notice other than by announcement, may adjourn the
meeting from time to time as provided in Section 5 of this
Article I until a quorum shall attend.  The stockholders present
at any duly organized meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.  The absence from any
meeting in person or by proxy of holders of the number of shares
of stock of the Corporation in excess of a majority that may be
required by Maryland law, the 1940 Act, or any other applicable
statute, the Corporation's Charter or these By-Laws, for action
upon any given matter shall not prevent action at the meeting on
any other matter or matters that may properly come before the
meeting, so long as there are present, in person or by proxy,
holders of the number of shares of stock of the Corporation
required for action upon such other matter or matters.
SECTION 5.  Adjournment.  Any meeting of the
stockholders may be adjourned from time to time, without notice
other than by announcement at the meeting at which the
adjournment is taken.  At any adjourned meeting at which a quorum
shall be present, any action may be taken that could have been
taken at the meeting originally called.  A meeting of the
stockholders may not be adjourned without further notice to a
date more than 120 (one hundred twenty) days after the original
record date determined pursuant to Section 9 of this Article I.
SECTION 6.  Organization.  At every meeting of the
stockholders, the Chairman of the Board, or in his absence or
inability to act (or if there is none), the President, or in his
absence or inability to act, a Vice President, or in the absence
or inability to act of the Chairman of the Board, the President
and all the Vice Presidents, a chairman chosen by the
stockholders shall act as chairman of the meeting.  The
Secretary, or in his absence or inability to act, a person
appointed by the chairman of the meeting, shall act as secretary
of the meeting and keep the minutes of the meeting.
SECTION 7.  Order of Business.  The order of business
at all meetings of the stockholders shall be as determined by the
chairman of the meeting.
SECTION 8.  Voting.  Except as otherwise provided by
statute or the Corporation's Charter, each holder of record of
shares of stock of the Corporation having voting power shall be
entitled at each meeting of the stockholders to one vote for
every share of stock standing in his name on the records of the
Corporation as of the record date determined pursuant to Section
9 of this Article I.
Each stockholder entitled to vote at any meeting of
stockholders may authorize another person to act as proxy for the
stockholder by, (a) signing a writing authorizing another person
to act as proxy, or (b) any other means permitted by law.
Signing may be accomplished by the stockholder or the
stockholder's authorized agent signing the writing or causing the
stockholder's signature to be affixed to the writing by any
reasonable means, including facsimile signature.
If a vote shall be taken on any question other than the
election of directors, which shall be by written ballot, then
unless required by statute or these By-Laws, or determined by the
chairman of the meeting to be advisable, any such vote need not
be by ballot.  On a vote by ballot, each ballot shall be signed
by the stockholder voting, or by his proxy, and shall state the
number of shares voted.
SECTION 9.  Fixing of Record Date.  The Board of
Directors may set a record date for the purpose of determining
stockholders entitled to vote at any meeting of the stockholders.
The record date for a particular meeting shall be not more than
90 (ninety) nor fewer than 10 (ten) days before the date of the
meeting.  All persons who were holders of record of shares as of
the record date of a meeting, and no others, shall be entitled to
vote at such meeting and any adjournment thereof.
SECTION 10.  Inspectors.  The Board of Directors may,
in advance of any meeting of stockholders, appoint one or more
inspectors to act at the meeting or at any adjournment of the
meeting.  If the inspectors shall not be so appointed or if any
of them shall fail to appear or act, the chairman of the meeting
may, and on the request of any stockholder entitled to vote at
the meeting shall, appoint inspectors.  Each inspector, before
entering upon the discharge of his duties, shall take and sign an
oath to execute faithfully the duties of inspector at the meeting
with strict impartiality and according to the best of his
ability.  The inspectors shall determine the number of shares
outstanding and the voting power of each share, the number of
shares represented at the meeting, the existence of a quorum and
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 those acts as are proper to conduct the election or vote
with fairness to all stockholders.  On request of the chairman of
the meeting or any stockholder entitled to vote at the meeting,
the inspectors shall make a report in writing of any challenge,
request or matter determined by them and shall execute a
certificate of any fact found by them.  No director or candidate
for the office of director shall act as inspector of an election
of directors.  Inspectors need not be stockholders of the
Corporation.
SECTION 11.  Consent of Stockholders in Lieu of
Meeting.  Except as otherwise provided by statute or the
Corporation's Charter, any action required to be taken at any
meeting of stockholders, or any action that may be taken at any
meeting of the stockholders, may be taken without a meeting,
without prior notice and without a vote, if the following are
filed with the records of stockholders' meetings: (a) a unanimous
written consent that sets forth the action and is signed by each
stockholder entitled to vote on the matter; and (b) a written
waiver of notice and any right to dissent signed by each
stockholder entitled to notice of the meeting but not entitled to
vote at the meeting.
SECTION 12.  Notice of Stockholder Business.
(a) At any annual or special meeting of the
stockholders, only such business shall be conducted as shall have
been properly brought before the meeting.  To be properly brought
before an annual or special meeting business must be, (i), (A)
specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (B)
otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (C) subject to the
provisions of Section 13 of this Article I, otherwise properly
brought before the meeting by a stockholder, and (ii) a proper
subject under applicable law for stockholder action.
(b) For business to be properly brought before an
annual or special meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of
the Corporation.  To be timely, any such notice must be delivered
to or mailed and received at the principal executive offices of
the Corporation not later than 60 (sixty) days prior to the date
of the meeting; provided, however, that if less than 70 (seventy)
days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, any such notice by a
stockholder to be timely must be so received not later than the
close of business on the tenth day following the day on which
notice of the date of the annual or special meeting was given or
such public disclosure was made.
(c) Any such notice by a stockholder shall set forth as
to each matter the stockholder proposes to bring before the
annual or special meeting, (i) a brief description of the
business desired to be brought before the annual or special
meeting and the reasons for conducting such business at the
annual or special meeting, (ii) the name and address, as they
appear on the Corporation's books, of the stockholder proposing
such business, (iii) the class and number of shares of the
capital stock of the Corporation which are beneficially owned by
the stockholder, and (iv) any material interest of the
stockholder in such business.
(d) Notwithstanding anything in the By-Laws to the
contrary, no business shall be conducted at any annual or special
meeting except in accordance with the procedures set forth in
this Section 12.  The chairman of the annual or special meeting
shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting and in
accordance with the provisions of this Section 12, and if he
should so determine, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not
be considered or transacted.
SECTION 13.  Stockholder Business not Eligible for
Consideration.
(a) Notwithstanding anything in these By-Laws to the
contrary, any proposal that is otherwise properly brought before
an annual or special meeting by a stockholder will not be
eligible for consideration by the stockholders at such annual or
special meeting if such proposal is substantially the same as a
matter properly brought before such annual or special meeting by
or at the direction of the Board of Directors of the Corporation.
The chairman of such annual or special meeting shall, if the
facts warrant, determine and declare that a stockholder proposal
is substantially the same as a matter properly brought before the
meeting by or at the direction of the Board of Directors, and, if
he should so determine, he shall so declare to the meeting and
any such stockholder proposal shall not be considered at the
meeting.
(b) This Section 13 shall not be construed or applied
to make ineligible for consideration by the stockholders at any
annual or special meeting any stockholder proposal required to be
included in the Corporation's proxy statement relating to such
meeting pursuant to Rule 14a-8 under the Securities Exchange Act
of 1934 (the "Exchange Act"), or any successor rule thereto.

ARTICLE II

BOARD OF DIRECTORS

SECTION 1.  General Powers.  Except as otherwise
provided in the Corporation's Charter, the business and affairs
of the Corporation shall be managed under the direction of its
Board of Directors.  All powers of the Corporation may be
exercised by or under authority of the Board of Directors except
as conferred on or reserved to the stockholders by law, by the
Corporation's Charter or by these By-Laws.
SECTION 2.  Number of Directors.  The number of
directors shall be fixed from time to time by resolution of the
Board of Directors adopted by a majority of the entire Board of
Directors; provided, however, that the number of directors shall
in no event be fewer than one nor more than fifteen.  Any vacancy
created by an increase in directors may be filled in accordance
with Section 7 of this Article II.  No reduction in the number of
directors shall have the effect of removing any director from
office prior to the expiration of his term unless the director is
specifically removed pursuant to Section 6 of this Article II at
the time of the decrease.  A director need not be a stockholder
of the Corporation, a citizen of the United States or a resident
of the State of Maryland.
SECTION 3.  Election and Term of Directors.  The term
of office of each director shall be from the time of his election
and qualification until his successor shall have been elected and
shall have qualified, or until his death, or until his
resignation or removal as provided in these By-Laws, or as
otherwise provided by statute or the Corporation's Charter.
SECTION 4.  Director Nominations.
(a) Only persons who are nominated in accordance with
the procedures set forth in this Section 4 shall be eligible for
election or re-election as directors.  Nominations of persons for
election or re-election to the Board of Directors of the
Corporation may be made at a meeting of stockholders by or at the
direction of the Board of Directors or by any stockholder of the
Corporation who is entitled to vote for the election of such
nominee at the meeting and who complies with the notice
procedures set forth in this Section 4.
(b) Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant
to timely notice delivered in writing to the Secretary of the
Corporation.  To be timely, any such notice by a stockholder must
be delivered to or mailed and received at the principal executive
offices of the Corporation not later than 60 (sixty) days prior
to the meeting; provided, however, that if less than 70 (seventy)
days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, any such notice by a
stockholder to be timely must be so received not later than the
close of business on the tenth day following the day on which
notice of the date of the meeting was given or such public
disclosure was made.
(c) Any such notice by a stockholder shall set forth,
(i) as to each person whom the stockholder proposes to nominate
for election or re-election as a director, (A) the name, age,
business address and residence address of such person, (B) the
principal occupation or employment of such person, (C) the class
and number of shares of the capital stock of the Corporation
which are beneficially owned by such person, and (D) any other
information relating to such person that is required to be
disclosed in solicitations of proxies for the election of
directors pursuant to Regulation 14A under the Exchange Act or
any successor regulation thereto (including without limitation
such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected
and whether any person intends to seek reimbursement from the
Corporation of the expenses of any solicitation of proxies should
such person be elected a director of the Corporation); and (ii)
as to the stockholder giving the notice, (A) the name and
address, as they appear on the Corporation's books, of such
stockholder, and (B) the class and number of shares of the
capital stock of the Corporation which are beneficially owned by
such stockholder.  At the request of the Board of Directors, any
person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation that
information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee.
(d) If a notice by a stockholder is required to be
given pursuant to this Section 4, no person shall be entitled to
receive reimbursement from the Corporation of the expenses of a
solicitation of proxies for the election as a director of a
person named in such notice unless such notice states that such
reimbursement will be sought from the Corporation.  No person
shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in
this Section 4. The chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination
was not made in accordance with the procedures prescribed by the
By-Laws, and if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded for
all purposes.
SECTION 5.  Resignation.  A director of the Corporation
may resign at any time by giving written notice of his
resignation to the Board of Directors or the Chairman of the
Board or to the President or the Secretary of the Corporation.
Any resignation shall take effect at the time specified in it or,
should the time when it is to become effective not be specified
in it, immediately upon its receipt.  Acceptance of a resignation
shall not be necessary to make it effective unless the
resignation states otherwise.
SECTION 6.  Removal of Directors.  Any director of the
Corporation may be removed by the stockholders with or without
cause at any time by a vote of a majority of the votes entitled
to be cast for the election of directors.
SECTION 7.  Vacancies.  Subject to the provisions of
the 1940 Act, any vacancies in the Board of Directors, whether
arising from death, resignation, removal or any other cause
except an increase in the number of directors, shall be filled by
a vote of the majority of the Board of Directors then in office
even though that majority is less than a quorum, provided that no
vacancy or vacancies shall be filled by action of the remaining
directors if, after the filling of the vacancy or vacancies,
fewer than two-thirds of the directors then holding office shall
have been elected by the stockholders of the Corporation.  A
majority of the entire Board as calculated prior to Board
expansion may fill a vacancy which results from an increase in
the number of directors.  In the event that at any time a vacancy
exists in any office of a director that may not be filled by the
remaining directors, a special meeting of the stockholders shall
be held as promptly as possible and in any event within 60
(sixty) days, for the purpose of filling the vacancy or
vacancies.  Any director elected or appointed to fill a vacancy
shall hold office until a successor has been chosen and qualifies
or until his earlier death, resignation or removal.
SECTION 8.  Place of Meetings.  Meetings of the Board
may be held at any place that the Board of Directors may from
time to time determine or that is specified in the notice of the
meeting.
SECTION 9.  Regular Meetings.  Regular meetings of the
Board of Directors may be held without notice at the time and
place determined by the Board of Directors.
SECTION 10.  Special Meetings.  Special meetings of the
Board of Directors may be called by two or more directors of the
Corporation or by the Chairman of the Board or the President.
SECTION 11.  Notice of Special Meetings.  Notice of
each special meeting of the Board of Directors shall be given by
the Secretary as hereinafter provided.  Each notice shall state
the time and place of the meeting and shall be delivered to each
director, either personally or by telephone, facsimile
transmission or other standard form of telecommunication, at
least 24 (twenty-four) hours before the time at which the meeting
is to be held, or by first-class mail, postage prepaid, addressed
to the director at his residence or usual place of business, and
mailed at least 3 (three) days before the day on which the
meeting is to be held.
SECTION 12.  Waiver of Notice of Meetings.  Notice of
any special meeting need not be given to any director who shall,
either before or after the meeting, sign a written waiver of
notice that is filed with the records of the meeting or who shall
attend the meeting.
SECTION 13.  Quorum and Voting.  One-third (but not
fewer than two unless there be only one director) of the members
of the entire Board of Directors shall be present in person at
any meeting of the Board in order to constitute a quorum for the
transaction of business at the meeting, and except as otherwise
expressly required by statute, the Corporation's Charter, these
By-Laws, the 1940 Act, or any other applicable statute, the act
of a majority of the directors present at any meeting at which a
quorum is present shall be the act of the Board.  In the absence
of a quorum at any meeting of the Board, a majority of the
directors present may adjourn the meeting to another time and
place until a quorum shall be present.  Notice of the time and
place of any adjourned meeting shall be given to the directors
who were not present at the time of the adjournment and, unless
the time and place were announced at the meeting at which the
adjournment was taken, to the other directors.  At any adjourned
meeting at which a quorum is present, any business may be
transacted that might have been transacted at the meeting as
originally called.
SECTION 14.  Organization.  The Board of Directors may,
by resolution adopted by a majority of the entire Board,
designate a Chairman of the Board, who shall preside at each
meeting of the Board.  The Chairman need not be a Director.  In
the absence or inability of the Chairman of the Board to act or
if there is none, the President, or, in his absence or inability
to act, another director chosen by a majority of the directors
present, shall act as chairman of the meeting and preside at the
meeting.  The Secretary, or, in his absence or inability to act,
any person appointed by the chairman, shall act as secretary of
the meeting and keep the minutes thereof.
SECTION 15.  Committees.  The Board of Directors may
designate one or more committees of the Board of Directors, each
consisting of 2 (two) or more directors.  To the extent provided
in the resolution, and permitted by law, the committee or
committees shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the
Corporation and may authorize the seal of the Corporation to be
affixed to all papers that may require it.  Any committee or
committees shall have the name or names determined from time to
time by resolution adopted by the Board of Directors.  Each
committee shall keep regular minutes of its meetings and report
the same to the Board of Directors when required.  The members of
a committee present at any meeting, whether or not they
constitute a quorum, may appoint a director to act in the place
of an absent member.
SECTION 16.  Written Consent of Directors in Lieu of a
Meeting.  Subject to the provisions of the 1940 Act, any action
required or permitted to be taken at any meeting of the Board of
Directors or of any committee of the Board may be taken without a
meeting if all members of the Board or committee, as the case may
be, consent thereto in writing, and the writing or writings are
filed with the records of the Board's or such committee's
meetings.
SECTION 17.  Telephone Conference.  Members of the
Board of Directors or any committee of the Board may participate
in any Board or committee meeting 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.  Participation by such means shall constitute
presence in person at the meeting.
SECTION 18.  Compensation.  Each director shall be
entitled to receive compensation, if any, as may from time to
time be fixed by the Board of Directors, including a fee for each
meeting of the Board or any committee thereof, regular or
special, he attends.  Directors may also be reimbursed by the
Corporation for all reasonable expenses incurred in traveling to
and from the place of a Board or committee meeting.

ARTICLE III

OFFICERS, AGENTS AND EMPLOYEES

SECTION 1.  Number and Qualifications.  The officers of
the Corporation shall be a President, a Secretary and a
Treasurer, each of whom shall be elected by the Board of
Directors.  The Board of Directors may elect or appoint one or
more Vice Presidents and may also appoint any other officers,
agents and employees it deems necessary or proper.  Any two or
more offices may be held by the same person, except the offices
of President and Vice President, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity.
Officers shall be elected by the Board of Directors, each to hold
office until his successor shall have been duly elected and shall
have qualified, or until his death, or until his resignation or
removal as provided in these By-Laws.  The Board of Directors may
from time to time elect, or designate to the President the power
to appoint, such officers (including one or more Assistant Vice
Presidents, one or more Assistant Treasurers and one or more
Assistant Secretaries) and such agents as may be necessary or
desirable for the business of the Corporation.  Such other
officers and agents shall have such duties and shall hold their
offices for such terms as may be prescribed by the Board or by
the appointing authority.

SECTION 2.  Resignations.  Any officer of the
Corporation may resign at any time by giving written notice of
his resignation to the Board of Directors, the Chairman of the
Board, the President or the Secretary.  Any resignation shall
take effect at the time specified therein or, if the time when it
shall become effective is not specified therein, immediately upon
its receipt.  Acceptance of a resignation shall not be necessary
to make it effective unless the resignation states otherwise.
SECTION 3.  Removal of Officer, Agent or Employee.  Any
officer, agent or employee of the Corporation may be removed by
the Board of Directors with or without cause at any time, and the
Board may delegate the power of removal as to agents and
employees not elected or appointed by the Board of Directors.
Removal shall be without prejudice to the person's contract
rights, if any, but the appointment of any person as an officer,
agent or employee of the Corporation shall not of itself create
contract rights.
SECTION 4.  Vacancies.  A vacancy in any office whether
arising from death, resignation, removal or any other cause, may
be filled for the unexpired portion of the term of the office
that shall be vacant, in the manner prescribed in these By-Laws
for the regular election or appointment to the office.
SECTION 5.  Compensation.  The compensation of the
officers of the Corporation shall be fixed by the Board of
Directors, but this power may be delegated to any officer with
respect to other officers under his control.
SECTION 6.  Bonds or Other Security.  If required by
the Board, any officer, agent or employee of the Corporation
shall give a bond or other security for the faithful performance
of his duties, in an amount and with any surety or sureties as
the Board may require.
SECTION 7.  President.  The President shall be the
chief executive officer of the Corporation.  In the absence or
inability of the Chairman of the Board to act (or if there is
none), the President shall preside at all meetings of the
stockholders and of the Board of Directors.  The President shall
have, subject to the control of the Board of Directors, general
charge of the business and affairs of the Corporation, and may
employ and discharge employees and agents of the Corporation,
except those elected or appointed by the Board, and he may
delegate these powers.
SECTION 8.  Vice President.  Each Vice President shall
have the powers and perform the duties that the Board of
Directors or the President may from time to time prescribe.
SECTION 9.  Treasurer.  Subject to the provisions of
any contract that may be entered into with any custodian
pursuant to authority granted by the Board of Directors, the
Treasurer shall have charge of all receipts and disbursements
of the Corporation and shall have or provide for the custody
of the Corporation's funds and securities; he shall have full
authority to receive and give receipts for all money due and
payable to the Corporation, and to endorse checks, drafts and
warrants, in its name and on its behalf and to give full
discharge for the same; he shall deposit all funds of the
Corporation, except those that may be required for current
use, in such banks or other places of deposit as the Board of
Directors may from time to time designate; and, in general, he
shall perform all duties incident to the office of Treasurer
and such other duties as may from time to time be assigned to
him by the Board of Directors or the President.
SECTION 10.  Secretary.  The Secretary shall:
(a) keep or cause to be kept in one or more books
provided for the purpose, the minutes of all meetings of the
Board of Directors, the committees of the Board and the
stockholders;
(b) see that all notices are duly given in accordance
with the provisions of these By-Laws and as required by law;
(c) be custodian of the records and the seal of the
Corporation and affix and attest the seal to all stock
certificates of the Corporation (unless the seal of the
Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all other
documents to be executed on behalf of the Corporation under its
seal;
(d) see that the books, reports, statements,
certificates and other documents and records required by law to
be kept and filed are properly kept and filed; and
(e) in general, perform all the duties incident to the
office of Secretary and such other duties as from time to time
may be assigned to him by the Board of Directors or the
President.
SECTION 11.  Delegation of Duties.  In case of the
absence of any officer of the Corporation, or for any other
reason that the Board of Directors may deem sufficient, the Board
may confer for the time being the powers or duties, or any of
them, of such officer upon any other officer or upon any
director.

ARTICLE IV

STOCK

SECTION 1.  Stock Certificates.  Each holder of stock
of the Corporation shall be entitled upon specific written
request to such person as may be designated by the Corporation to
have a certificate or certificates, in a form approved by the
Board, representing the number of shares of stock of the
Corporation owned by him; provided, however, that certificates
for fractional shares will not be delivered in any case.  The
certificates representing shares of stock shall be signed by or
in the name of the Corporation by the Chairman of the Board,
President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer
and sealed with the seal of the Corporation.  Any or all of the
signatures or the seal on the certificate may be facsimiles.  In
case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar
before such certificate shall be issued, it may be issued by the
Corporation with the same effect as if such officer, transfer
agent or registrar were still in office at the date of issue.
SECTION 2.  Books of Account and Record of
Stockholders.  There shall be kept at the principal executive
office of the Corporation correct and complete books and records
of account of all the business and transactions of the
Corporation.  There shall be made available upon request of any
stockholder, in accordance with Maryland law, a record containing
the number of shares of stock issued during a specified period
not to exceed 12 (twelve) months and the consideration received
by the Corporation for each such share.
SECTION 3.  Transfers of Shares.  Transfers of shares
of stock of the Corporation shall be made on the stock records of
the Corporation only by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed
and filed with the Secretary or with a transfer agent or transfer
clerk, and on surrender of the certificate or certificates, if
issued, for the shares properly endorsed or accompanied by a duly
executed stock transfer power and the payment of all taxes
thereon.  Except as otherwise provided by law, the Corporation
shall be entitled to recognize the exclusive right of a person in
whose name any share or shares stand on the record of
stockholders as the owner of the share or shares for all
purposes, including, without limitation, the rights to receive
dividends or other distributions and to vote as the owner, and
the Corporation shall not be bound to recognize any equitable or
legal claim to or interest in any such share or shares on the
part of any other person.

SECTION 4.  Regulations.  The Board of Directors may
make any additional rules and regulations, not inconsistent with
these By-Laws, as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of stock of
the Corporation.  It may appoint, or authorize any officer or
officers to appoint, one or more transfer agents or one or more
transfer clerks and one or more registrars and may require all
certificates for shares of stock to bear the signature or
signatures of any of them.
SECTION 5.  Stolen, Lost, Destroyed or Mutilated
Certificates.  The holder of any certificate representing shares
of stock of the Corporation shall immediately notify the
Corporation of its theft, loss, destruction or mutilation and the
Corporation may issue a new certificate of stock in the place of
any certificate issued by it that has been alleged to have been
stolen, lost or destroyed or that shall have been mutilated.  The
Board may, in its discretion, require the owner (or his legal
representative) of a stolen, lost, destroyed or mutilated
certificate to give to the Corporation a bond in a sum, limited
or unlimited, and in a form and with any surety or sureties, as
the Board in its absolute discretion shall determine or to
indemnify the Corporation against any claim that may be made
against it on account of the alleged theft, loss, destruction or
the mutilation of any such certificate, or issuance of a new
certificate.  Anything herein to the contrary notwithstanding,
the Board of Directors, in its absolute discretion, may refuse to
issue any such new certificate, except pursuant to legal
proceedings under the Maryland General Corporation Law.
SECTION 6.  Fixing of Record Date for Dividends,
Distributions, etc.  The Board may fix, in advance, a date not
more than 90 (ninety) days preceding the date fixed for the
payment of any dividend or the making of any distribution or the
allotment of rights to subscribe for securities of the
Corporation, or for the delivery of evidences of rights or
evidences of interests arising out of any change, conversion or
exchange of common stock or other securities, as the record date
for the determination of the stockholders entitled to receive any
such dividend, distribution, allotment, rights or interests, and
in such case only the stockholders of record at the time so fixed
shall be entitled to receive such dividend, distribution,
allotment, rights or interests.
SECTION 7.  Information to Stockholders and Others.  Any
stockholder of the Corporation or his agent may inspect and copy
during the Corporation's usual business hours the Corporation's
By-Laws, minutes of the proceedings of its stockholders, annual
statements of its affairs and voting trust agreements on file at
its principal office.

ARTICLE V

INDEMNIFICATION AND INSURANCE

SECTION 1.  Indemnification of Directors and Officers.
Any person who was or is a party or is threatened to be made a
party in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is a
current or former director or officer of the Corporation, or is
or was serving while a director or officer of the Corporation at
the request of the Corporation as a director, officer, partner,
trustee, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, enterprise or employee benefit
plan, shall be indemnified by the Corporation against judgments,
penalties, fines, excise taxes, settlements and reasonable
expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit or proceeding to the
full extent permissible under the Maryland General Corporation
Law, the Securities Act of 1933, as amended (the "Securities
Act"), and the 1940 Act, as such statutes are now or hereafter in
force, except that such indemnity shall not protect any such
person against any liability to the Corporation or any
stockholder thereof to which such person 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 office ("disabling conduct").
SECTION 2.  Advances.  Any current or former director
or officer of the Corporation claiming indemnification within the
scope of this Article V shall be entitled to advances from the
Corporation for payment of the reasonable expenses incurred by
him in connection with proceedings to which he is a party in the
manner and to the full extent permissible under the Maryland
General Corporation Law, the Securities Act and the 1940 Act, as
such statutes are now or hereafter in force; provided however,
that the person seeking indemnification shall provide to the
Corporation a written affirmation of his good faith belief that
the standard of conduct necessary for indemnification by the
Corporation has been met and a written undertaking to repay any
such advance unless it is ultimately determined that he is
entitled to indemnification, and provided further that at least
one of the following additional conditions is met: (a) the person
seeking indemnification shall provide a security in form and
amount acceptable to the Corporation for his undertaking; (b) the
Corporation is insured against losses arising by reason of the
advance; or (c) a majority of a quorum of directors of the
Corporation who are neither "interested persons" as defined in
Section 2(a)(19) of the 1940 Act, nor parties to the proceeding
("disinterested non-party directors"), or independent legal
counsel, in a written opinion, shall determine, based on a review
of facts readily available to the Corporation at the time the
advance is proposed to be made, that there is reason to believe
that the person seeking indemnification will ultimately be found
to be entitled to indemnification.
SECTION 3.  Procedure.  At the request of any current
or former director or officer, or any employee or agent whom the
Corporation proposes to indemnify, the Board of Directors shall
determine, or cause to be determined, in a manner consistent with
the Maryland General Corporation Law, the Securities Act and the
1940 Act, as such statutes are now or hereafter in force, whether
the standards required by this Article V have been met; provided,
however, that indemnification shall be made only following: (a) a
final decision on the merits by a court or other body before whom
the proceeding was brought that the person to be indemnified was
not liable by reason of disabling conduct; or (b) in the absence
of such a decision, a reasonable determination, based upon a
review of the facts, that the person to be indemnified was not
liable by reason of disabling conduct by, (i) the vote of a
majority of a quorum of disinterested non-party directors, or
(ii) an independent legal counsel in a written opinion.
SECTION 4.  Indemnification of Employees and Agents.
Employees and agents who are not officers or directors of the
Corporation may be indemnified, and reasonable expenses may be
advanced to such employees or agents, in accordance with the
procedures set forth in this Article V to the extent permissible
under the 1940 Act, the Securities Act and Maryland General
Corporation Law, as such statutes are now or hereafter in force,
to the extent, consistent with the foregoing, as may be provided
by action of the Board of Directors or by contract.
SECTION 5.  Other Rights.  The indemnification provided
by this Article V shall not be deemed exclusive of any other
right, in respect of indemnification or otherwise, to which those
seeking such indemnification may be entitled under any insurance
or other agreement, vote of stockholders or disinterested
directors or otherwise, both as to action by a director or
officer of the Corporation in his official capacity and as to
action by such person in another capacity while holding such
office or position, and shall continue as to a person who has
ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such a person.
SECTION 6.  Insurance.  The Corporation shall have the
power to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the
Corporation, or who, while a director, officer, employee or agent
of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee,
agent or fiduciary of another corporation, partnership, joint
venture, trust, enterprise or employee benefit plan, against any
liability asserted against and incurred by him in any such
capacity, or arising out of his status as such, provided that no
insurance may be obtained by the Corporation for liabilities
against which it would not have the power to indemnify him under
this Article V or applicable law.
SECTION 7.  Constituent, Resulting or Surviving
Corporations.  For the purposes of this Article V, references to
the "Corporation" shall include all constituent corporations
absorbed in a consolidation or merger as well the resulting or
surviving corporation so that any person who is or was a
director, officer, employee or agent of a constituent corporation
or is or was serving at the request of a constituent corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand
in the same position under this Article V with respect to the
resulting or surviving corporation as he would if he had served
the resulting or surviving corporation in the same capacity.

ARTICLE VI

SEAL

The seal of the Corporation shall be circular in form
and shall bear the name of the Corporation, the year of its
incorporation, the words "Corporate Seal" and "Maryland" and any
emblem or device approved by the Board of Directors.  The seal
may be used by causing it or a facsimile to be impressed or
affixed or in any other manner reproduced, or by placing the word
"(seal)" adjacent to the signature of the authorized officer of
the Corporation.

ARTICLE VII

FISCAL YEAR

The Corporation's fiscal year shall be fixed by the
Board of Directors.


ARTICLE VIII

AMENDMENTS

These By-Laws may be amended or repealed by the
affirmative vote of a majority of the Board of Directors at any
regular or special meeting of the Board of Directors, subject to
the requirements of the 1940 Act.

As adopted, February 5, 2001