MORGAN STANLEY CHINA A SHARE FUND, INC.

                           AMENDED AND RESTATED BYLAWS

                                   ARTICLE I
                                  Stockholders

         Section 1.1. Place of Meeting

         All meetings of the stockholders should be held at the principal office
of the Corporation in the State of Maryland or at such other place within the
United States as may from time to time be designated by the Board of Directors
and stated in the notice of such meeting.

         Section 1.2. Annual Meetings

         The annual meeting of the stockholders of the Corporation shall be held
during the month of June of each year on such date and at such hour as may from
time to time be designated by the Board of Directors and stated in the notice of
such meeting, for the purpose of electing directors for the ensuing year and for
the transaction of such other business as may properly be brought before the
meeting.

         Section 1.3. Special Meetings

         Special meetings of the stockholders for any purpose or purposes may be
called by the Chairman of the Board, the President, or a majority of the Board
of Directors. Special meetings of stockholders shall also be called by the
Secretary upon receipt of the request in writing signed by stockholders holding
not less than a majority of the votes entitled to be cast thereat. Such request
shall state the purpose or purposes of the proposed meeting and the matters
proposed to be acted on at such proposed meeting. The Secretary shall inform
such stockholders of the reasonably estimated costs of preparing and mailing
such notice of meeting and upon payment to the Corporation of such costs, the
Secretary shall give notice as required in this Article to all stockholders
entitled to notice of such meeting.

         Section 1.4. Notice of Meetings of Stockholders

         Not less than ten days' and not more than ninety days' written or
printed notice of every meeting of stockholders, stating the time and place
thereof (and the purpose of any special meeting), shall be given by the
Secretary to each stockholder entitled to vote thereat and to each other
stockholder entitled to notice of the 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 such
stockholder's address as it appears upon the books of the Corporation or by any
other means permitted by Maryland law. If mailed, notice shall be deemed to be
given when deposited in the mail addressed to the stockholder as aforesaid.

         No notice of the time, place or purpose of any meeting of stockholders
need be given to any stockholder who attends in person or by proxy or to any
stockholder who, in writing executed and filed with the records of the meeting,
either before or after the holding thereof, waives such notice.

         Section 1.5. Record Dates

         The Board of Directors may fix, in advance, a record date for the
determination of stockholders entitled to notice of or to vote at any
stockholders meeting or to receive a dividend or be allotted rights or for the
purpose of any other proper determination with respect to stockholders and only
stockholders of record on such date shall be entitled to notice of and to vote
at such meeting or to receive such dividends or rights or otherwise, as the





case may be; provided, however, that such record date shall not be prior to
ninety days preceding the date of any such meeting of stockholders, dividend
payment date, date for the allotment of rights or other such action requiring
the determination of a record date; and further provided that such record date
shall not be prior to the close of business on the day the record date is fixed,
that the transfer books shall not be closed for a period longer than 20 days,
and that in the case of a meeting of stockholders, the record date or the
closing of the transfer books shall not be less than ten days prior to the date
fixed for such meeting.

         Section 1.6. Quorum; Adjournment of Meetings

         The presence in person or by proxy of stockholders entitled to cast a
majority of the votes entitled to be cast thereat shall constitute a quorum at
all meetings of the stockholders, except as otherwise provided in the Charter of
the Corporation (the "Charter"). If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the chairman of the meeting
or the holders of a majority of the stock present in person or by proxy shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of stock entitled to
vote at such meeting shall be present, to a date not more than 120 days after
the original record date. 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 1.7. Voting and Inspectors

         Unless otherwise provided in the Charter (including the articles
supplementary for any class or series which may be classified or reclassified),
at all meetings, stockholders of record entitled to vote thereat shall have one
vote for each share of capital stock standing in such stockholder's name on the
books of the Corporation (and such stockholders of record holding fractional
shares, if any, shall have proportionate voting rights) on the date for the
determination of stockholders entitled to vote at such meeting, either in person
or by proxy appointed by instrument in writing subscribed by such stockholder or
his duly authorized attorney.

         All elections shall be had and all questions and other matters shall be
decided by a majority of the votes cast at a duly constituted meeting, except as
otherwise provided by statute or by the Charter or by these Bylaws.

         At any election of directors, the chairman of the meeting may, and upon
the request of the holders of ten percent (10%) of the stock entitled to vote at
such election shall, appoint two inspectors of election who shall first
subscribe an oath or affirmation to execute faithfully the duties of inspectors
at such election with strict impartiality and according to the best of their
ability, and shall after the election make a certificate of the result of the
vote taken. No candidate for the office of director shall be appointed such
Inspector.

         Section 1.8. Conduct of Stockholders' Meetings

         The meetings of the stockholders shall be presided over by the Chairman
of the Board, or if he is not present, by the President, or if he is not
present, by a Vice-President, or if none of them is present, by a Chairman to be
elected at the meeting. The Secretary of the Corporation, if present, shall act
as a Secretary of


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such meetings, or if he is not present, an Assistant Secretary shall so act; if
neither the Secretary nor the Assistant Secretary is present, then the meeting
shall elect its Secretary. 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 for the proper conduct of the meeting, 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 1.9. Concerning Validity of Proxies, Ballots, etc.

         A stockholder may cast the votes entitled to be cast by the shares of
stock owned by such stockholder in person or by proxy executed by the
stockholder or by the stockholder's duly authorized agent in any manner
permitted by law. Such proxy or evidence of authorization of such proxy shall be
filed with the Secretary of the Corporation before or at the time of the
meeting. 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 meeting, who shall decide all questions touching the
qualification of voters, the validity of the proxies and the acceptance or
rejection of votes, unless inspectors of election shall have been appointed by
the chairman of the meeting, in which event such inspectors of election shall
decide all such questions. Unless a proxy provides otherwise, it is not valid
for more than eleven months after its date.

         Section 1.10. Action Without Meeting

         Any action to be taken by stockholders may be taken without a meeting
if (1) all stockholders entitled to vote on the matter consent to the action in
writing, (2) 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 (3) said
consents and waivers are filed with the records of the meetings of stockholders.
Such consent shall be treated for all purposes as a vote at the meeting.

         Section 1.11. Advance Notice of Stockholder Nominees for Director and
Other Stockholder Proposals

         (a) The matters to be considered and brought before any annual or
special meeting of stockholders of the Corporation shall be limited to only such
matters, including the nomination and election of directors, as shall be brought
properly before such meeting in compliance with the procedures set forth in this
Section 1.11.

         (b) For any matter to be properly before any annual meeting of
stockholders, the matter must be (i) specified in the notice of annual meeting
given by or at the direction of the Board of Directors, (ii) otherwise brought
before the annual meeting by or at the direction of the


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Board of Directors or (iii) brought before the annual meeting in the manner
specified in this Section 1.11 by a stockholder of record both at the time of
the giving of notice provided for in this Section 1.11 and at the time of the
meeting, or a stockholder (a "Nominee Holder") that holds voting securities
entitled to vote at meetings of stockholders through a nominee or "street name"
holder of record and can demonstrate to the Corporation such indirect ownership
and such Nominee Holder's entitlement to vote such securities, and is a Nominee
Holder at both the time of the giving of notice provided for in this Section
1.11 and at the time of the meeting. In addition to any other requirements under
applicable law and the Charter and Bylaws of the Corporation, persons nominated
by stockholders for election as directors of the Corporation and any other
proposals by stockholders shall be properly brought before the meeting only if
notice of any such matter to be presented by a stockholder at such meeting of
stockholders (the "Stockholder Notice") shall be delivered to the Secretary of
the Corporation at the principal executive office of the Corporation not less
than 60 nor more than 90 days prior to the first anniversary date of the annual
meeting for the preceding year; provided, however, that, if and only if the
annual meeting is not scheduled to be held within a period that commences 30
days before such anniversary date and ends 30 days after such anniversary date
(an annual meeting date outside such period being referred to herein as an
"Other Annual Meeting Date"), such Stockholder Notice shall be given in the
manner provided herein by the later of the close of business on (i) the date 60
days prior to such Other Annual Meeting Date or (ii) the 10th day following the
date such Other Annual Meeting Date is first publicly announced or disclosed.
Any stockholder desiring to nominate any person or persons (as the case may be)
for election as a director or directors of the Corporation shall deliver, as
part of such Stockholder Notice: (i) a statement in writing setting forth (A)
the name of the person or persons to be nominated, (B) the number and class of
all shares of each class of stock of the Corporation owned of record and
beneficially by each such person, as reported to such stockholder by such
nominee(s), (C) the information regarding each such person required by paragraph
(b) of Item 22 of Rule 14a-101 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), adopted by the Securities and Exchange Commission
(or the corresponding provisions of any regulation or rule subsequently adopted
by the Securities and Exchange Commission applicable to the Corporation), (D)
whether such stockholder believes any nominee will be an "interested person" of
the Corporation (as defined in the Investment Company Act of 1940, as amended),
and, if not an "interested person", information regarding each nominee that will
be sufficient for the Corporation to make such determination, and (E) the number
and class of all shares of each class of stock of the Corporation owned of
record and beneficially by such stockholder; (ii) each such person's signed
consent to serve as a director of the Corporation if elected, such stockholder's
name and address; and (iii) in the case of a Nominee Holder, evidence
establishing such Nominee Holder's indirect ownership of, and entitlement to
vote, securities at the meeting of stockholders Any stockholder who gives a
Stockholder Notice of any matter proposed to be brought before the meeting (not
involving nominees for director) shall deliver, as part of such Stockholder
Notice, the text of the proposal to be presented and a brief written statement
of the reasons why such stockholder favors the proposal and setting forth such
stockholder's name and address, the number and class of all shares of each class
of stock of the Corporation owned of record and beneficially by such
stockholder, if applicable, any material interest of such stockholder in the
matter proposed (other than as a stockholder) and, in the case of a Nominee
Holder, evidence establishing such Nominee Holder's indirect ownership of, and
entitlement to vote, securities at the meeting of stockholders. As used herein,
shares "beneficially owned" shall


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mean all shares which such person is deemed to beneficially own pursuant to
Rules 13d-3 and 13d-5 under the Exchange Act.

         Notwithstanding anything in this Section 1.11 to the contrary, in the
event that the number of directors to be elected to the Board of Directors of
the Corporation is increased and either all of the nominees for director or the
size of the increased Board of Directors are not publicly announced or disclosed
by the Corporation at least 70 days prior to the first anniversary of the
preceding year's annual meeting, a Stockholder Notice shall also be considered
timely hereunder, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary of the
Corporation at the principal executive office of the Corporation not later than
the close of business on the 10th day following the first date all of such
nominees or the size of the increased Board of Directors shall have been
publicly announced or disclosed.

         (c) Only such matters 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 1.11
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 1.11, or a
Nominee Holder that holds voting securities entitled to vote at meetings of
stockholders through a nominee or "street name" holder of record and can
demonstrate to the Corporation such indirect ownership and such Nominee Holder's
entitlement to vote such securities, and is a Nominee Holder both at the time of
giving of notice provided for in this Section 1.11 and at the time of the
Special Meeting, and who is entitled to vote at the meeting and has complied
with the notice procedures set forth in this Section 1.11. In the event the
Corporation calls a special meeting of stockholders for the purpose of electing
one or more directors to the Board of Directors, any stockholder may nominate a
person or persons (as the case may be), for election to such position(s) as
specified in the Corporation's notice of meeting, if the Stockholder Notice
required by clause (b) of this Section 1.11 hereof shall be delivered to the
Secretary of the Corporation at the principal executive office of the
Corporation not later than the close of business on the 10th day following the
day on which the date of the special meeting and of the nominees proposed by the
Board of Directors to be elected at such meeting is publicly announced or
disclosed.

         (d) For purposes of this Section 1.11, a matter shall be deemed to have
been "publicly announced or disclosed" if such matter is disclosed in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission.

         (e) In no event shall the adjournment of an annual or special meeting,
or any announcement thereof, commence a new period for the giving of notice as
provided in this Section 1.11. This Section 1.11 shall not apply to stockholder
proposals made pursuant to Rule 14a-8 under the Exchange Act.

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         (f) The person presiding at any meeting of stockholders, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall have the power and duty to determine whether notice of nominees
and other matters proposed to be brought before a meeting has been duly given in
the manner provided in this Section 1.11 and, if not so given, shall direct and
declare at the meeting that such nominees and other matters shall not be
considered.

                                   ARTICLE II
                               Board of Directors

         Section 2.1. Function of Directors

         The business and affairs of the Corporation shall be conducted and
managed under the direction of its Board of Directors. All powers of the
Corporation shall be exercised by or under authority of the Board of Directors
except as conferred on or reserved to the stockholders by statute.

         Section 2.2. Number of Directors

         At any regular meeting or at any special meeting called for that
purpose, a majority of the entire Board of Directors may establish, increase or
decrease the number of directors, provided that the number thereof shall never
be more than fifteen directors nor less than the minimum number of directors
required under Maryland law. Directors need not be stockholders.

         Section 2.3. Classes of Directors

         As permitted by Article VI of the Charter and applicable law, the
directors shall be divided into three classes, designated Class I, Class II and
Class III. All classes shall be as nearly equal in number as possible and the
Board of Directors shall designate from its members the directors to initially
serve as Class I directors, Class II directors and Class III directors. The
directors as initially classified shall hold office for terms as follows: the
Class I directors shall hold office until the date of the annual meeting of
stockholders in 2007 or until their successors shall be elected and qualified;
the Class II directors shall hold office until the date of the annual meeting of
stockholders in 2008 or until their successors shall be elected and qualified;
and the Class III directors shall hold office until the date of the annual
meeting of stockholders in 2009 or until their successors shall be elected and
qualified. Upon expiration of the term of office of each class as set forth
above, the successors to the directors in each such class shall be elected for a
term of three years to succeed the directors whose terms of office expire. Each
director shall hold office until the expiration of his or her term and until his
or her successor shall have been elected and qualified, or until his or her
death, or until he or she shall have resigned, or until he or she shall have
been removed as provided by statute or the Charter of the Corporation.

         Section 2.4. Vacancies

         Except as may be provided by the Board of Directors in setting the
terms of any class or series of preferred stock, any vacancy on the Board of
Directors may be filled only by a majority of the remaining directors, even if
the remaining directors do not constitute a quorum. Any director elected to fill
a vacancy shall serve for the remainder of the full term of the class in which
the vacancy occurred and until a successor is elected and qualifies.

         Section 2.5. Place of Meeting

         The Directors may hold their meetings within or outside the State of
Maryland, at any office or offices of the Corporation or at any other place as
they may from time to time determine.

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         Section 2.6. Regular Meetings

         Regular meetings of the Board of Directors shall be held at such time
and on such notice as the Directors may from time to time determine.

         The annual meeting of the Board of Directors shall be held as soon as
practicable after the annual meeting of the stockholders for the election of
Directors.

         Section 2.7. Special Meetings

         Special meetings of the Board of Directors may be held from time to
time upon call of the Chairman of the Board, the President, the Secretary or two
or more of the Directors, by oral or telegraphic or written notice duly served
on or sent or mailed to each Director not less than one day before such meeting.

         Section 2.8. Notices

         Unless required by statute or otherwise determined by resolution of the
Board of Directors in accordance with these Bylaws, notices to Directors need
not be in writing and need not state the business to be transacted at or the
purpose of any meeting and may be given not less than twenty-four (24) hours in
advance of the meeting, and no notice need be given to any Director who is
present in person or to any Director who, in writing executed and filed with the
records of the meeting either before or after the holding thereof, waives such
notice. Waivers of notice need not state the purpose or purposes of such
meeting.

         Section 2.9. Quorum

         One-third of the directors then in office shall constitute a quorum for
the transaction of business, provided that if there is more than one director, a
quorum shall in no case be less than two directors. If at any meeting of the
Board there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum shall have been obtained.
The act of the majority of the directors present at any meeting at which there
is a quorum shall be the act of the Directors, except as may be otherwise
specifically provided by statute or by the Charter or by these Bylaws.

         Section 2.10. Executive Committee

         The Board of Directors may appoint from the Directors an Executive
Committee to consist of such number of directors (which may be one or more) as
the Board may from time to time determine. The Chairman of the Committee shall
be elected by the Board of Directors. The Board of Directors shall have power at
any time to change the members of such Committee and may fill vacancies in the
Committee by election from the directors. When the Board of Directors is not in
session, to the extent permitted by law, the Executive Committee shall have and
may exercise any or all of the powers of the Board of Directors in the
management and conduct of the business and affairs of the Corporation. The
Executive Committee may fix its own rules of procedure, and may meet when and as
provided by such rules or by resolution of the Board of Directors, but in every
case the presence of a majority shall be necessary to constitute a quorum.
During the absence of a member of the Executive Committee, the remaining members
may appoint a member of the Board of Directors to act in his place.

         Section 2.11. Other Committees

         The Board of Directors may appoint from the directors other committees
which shall in each case consist of such number of directors (which may be one
or more) and, to the extent permitted by law, shall have and may exercise such
powers as the Board may determine in the resolution appointing them. A majority
of all the members of any such committee may determine its action and fix the
time and place of its meetings, unless the Board of Directors shall otherwise
provide. The Board of Directors shall have power at any time


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to change the members and powers of any such committee, to fill vacancies and to
discharge any such committee.

         Section 2.12. Telephone Meetings

         Members of the Board of Directors or 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,
subject to the provisions of the Investment Company Act of 1940, as amended,
constitutes presence in person at the meeting.

         Section 2.13. Action Without a Meeting

         Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting, if a
unanimous consent which sets forth such action is give in writing or by
electronic transmission by each member of the Board or of such committee, as the
case may be, and such consent is filed with the minutes of the proceedings of
the Board or such committee.

         Section 2.14. Compensation of Directors

         No director shall receive any stated salary or fees from the
Corporation for his services as such if such director is, otherwise than by
reason of being such Director, an interested person (as such term is defined by
the Investment Company Act of 1940, as amended) of the Corporation or of its
investment manager or principal underwriter. Except as provided in the preceding
sentence, directors shall be entitled to receive such compensation from the
Corporation for their services as may from time to time be voted by the Board of
Directors.

         Section 2.15. Selection and Nomination of Non-Interested Directors

         Subject to approval by a majority of the directors of the Corporation,
the directors of the Corporation who are not interested persons of the
Corporation (as that term is defined in the Investment Company Act of 1940, as
amended) shall select and nominate the directors of the Corporation who are not
interested persons of the Corporation.

         Section 2.16. Election under Title 3, Subtitle 8 of the Maryland
General Corporation Law

         Section 2.17. The Corporation elects to be subject to the provisions of
Section 3-804 of Title 3, Subtitle 8 of the Maryland General Corporation Law
effective as of the first date on which the Corporation has a class of equity
securities registered under the Securities Exchange Act of 1934 and has at least
three (3) directors who are not officers or employees of the Corporation.

                                  ARTICLE III
                                    Officers
                                    --------

         Section 3.1. Executive Officers

         The executive officers of the Corporation shall be chosen by the Board
of Directors. These may include a Chairman of the Board of Directors (who shall
be a Director) and shall include a President, a Secretary and a Treasurer. The
Board of Directors or the Executive Committee may also in its discretion appoint
one or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers and
other officers, agents and employees, who shall have such authority and perform
such duties as the Board of Directors or the Executive Committee may determine.
The Board of Directors may fill any vacancy which may occur in


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any office. Any two offices, except those of President and Vice-President, may
be held by the same person, but no officer shall execute, acknowledge or verify
any instrument in more than one capacity, if such instrument is required by law
or these Bylaws to be executed, acknowledged or verified by two or more
officers.

         Section 3.2. Term of Office

         The term of office of all officers shall be one year and until their
respective successors are chosen and qualified. Any officer may be removed from
office at any time with or without cause by the vote of a majority of the whole
Board of Directors. Any officer may resign his office at any time by delivering
a written resignation to the Corporation and, unless otherwise specified
therein, such resignation shall take effect upon delivery.

         Section 3.3. Powers and Duties

         The officers of the Corporation shall have such powers and duties as
shall be stated in a resolution of the Board of Directors, or the Executive
Committee and, to the extent not so stated, as generally pertain to their
respective offices, subject to the control of the Board of Directors and the
Executive Committee.

         Section 3.4. 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 of 1940, as amended, 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 IV
                                  Capital Stock
                                  -------------

         Section 4.1. Certificates for Shares

         Subject to the authority of the Board of Directors to cause some or all
of the shares of any class or series of stock to be issued without certificates,
each stockholder of the Corporation shall be entitled to a certificate or
certificates for the full number of shares of stock of the Corporation owned by
him in such form as the Board may from time to time prescribe.

         Section 4.2. 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 certificates, if
any, for the same number of shares, 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; in the
case of shares not represented by certificates, the same or similar requirements
may be imposed by the Board of Directors.

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         Section 4.3. 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 offices of the Corporation or, if
the Corporation employs a Transfer Agent, at the offices of the Transfer Agent
of the Corporation.

         Section 4.4. 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 capital
stock thereafter issued shall be countersigned by one of such transfer agents or
by one of such registrars of transfers or by both and shall not be valid unless
so countersigned. If the same person shall be both transfer agent and registrar,
only one counter signature by such person shall be required.

         Section 4.5. Lost, Stolen or Destroyed Certificates

         The Board of Directors or the Executive Committee or any officer or
agent authorized by the Board of Directors or Executive Committee may determine
the conditions upon which a new certificate of stock of the Corporation of any
class may be issued in place of a certificate which is alleged to have been
lost, stolen or destroyed; and may, in its discretion, require the owner of such
certificate or such owner's legal representative to give bond, with sufficient
surety, to the Corporation and each Transfer Agent, if any, to indemnify it and
each such Transfer Agent against any and all loss or claims which may arise by
reason of the issue of a new certificate in the place of the one so lost, stolen
or destroyed.

                                   ARTICLE V
           Corporate Seal; Location of Offices; Books; Net Asset Value
           -----------------------------------------------------------

         Section 5.1. Corporate Seal

         The Board of Directors may provide for a suitable corporate seal, in
such form and bearing such inscriptions as it may determine. Any officer or
director shall have the authority to affix the corporate seal. If the
Corporation is required to place its corporate seal to a document, it shall be
sufficient to place the word "(seal)" adjacent to the signature of the
authorized officer of the Corporation signing the document.

         Section 5.2. Location of Offices

         The Corporation shall have a principal office in the State of Maryland.
The Corporation may, in addition, establish and maintain such other offices as
the Board of Directors or any officer may, from time to time, determine.

         Section 5.3. Books and Records

         The books and records of the Corporation shall be kept at the places,
within or without the State of Maryland, as the directors or any officer may
determine; provided, however, that the original or a certified copy of the
Bylaws, including any amendments to them, shall be kept at the Corporation's
principal executive office.

         Section 5.4. Annual Statement of Affairs

         The President or any other executive officer of the Corporation shall
prepare annually a full and correct statement of the affairs of the Corporation,
to include a balance sheet and a financial statement of operations for the
preceding fiscal year. The statement of affairs should be submitted at the
annual meeting of stockholders and, within 20 days of the meeting, placed on
file at the Corporation's principal office.

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         Section 5.5. Net Asset Value

         The value of the Corporation's net assets shall be determined at such
times and by such method as shall be established from time to time by the Board
of Directors.

                                   ARTICLE VI
                           Fiscal Year and Accountant
                           --------------------------

         Section 6.1. Fiscal Year

         The fiscal year of the Corporation, unless otherwise fixed by
resolution of the Board of Directors, shall begin on the first day of January
and shall end on the last day of December in each year.

         Section 6.2. Accountant

         The Corporation shall employ an independent public accountant or a firm
of independent public accountants as its Accountant 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 VII
                          Indemnification and Insurance
                          -----------------------------

         Section 7.1. General

         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, directors or officers of the Corporation against judgments, penalties,
fines, settlements and expenses to the fullest extent authorized and in the
manner permitted, by applicable federal and state law.

         Section 7.2. Indemnification of Directors and Officers

         The Corporation shall indemnify to the fullest extent permitted by law
(including the Investment Company Act of 1940, as amended) as currently in
effect or as the same may hereafter be amended, any person made or threatened to
be made a party to any action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person or such
person's testator or intestate is or was a director or officer of the
Corporation or, while a director or officer of the Corporation, serves or served
at the request of the Corporation any other enterprise as a director, officer,
trustee, employee or agent. To the fullest extent permitted by law (including
the Investment Company Act of 1940, as amended) as currently in effect or as the
same may hereafter be amended, expenses incurred by any such person in defending
any such action, suit or proceeding shall be paid or reimbursed in advance of
final disposition of a proceeding (without requiring a preliminary determination
of the ultimate entitlement to indemnification) by the Corporation promptly upon
receipt by it of (i) a written undertaking by or on behalf of such person to
repay such expenses if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation and (ii) a written affirmation by
the person of the person's good faith belief that the standard of conduct
necessary for indemnification by the Corporation has been met. The Corporation
shall have the power, with the approval of the Board of Directors, to provide
indemnification and advancement of expenses to any employee or agent of the
Corporation. The rights provided to any person by this Article VII shall be
enforceable against the Corporation by such person who shall be presumed to have
relied upon it in serving


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or continuing to serve as a director, officer, employee or agent as provided
above. No amendment of this Article VII shall impair the rights of any person
arising at any time with respect to events occurring prior to such amendment.
For purposes of this Article VII, the term "Corporation" shall include any
predecessor of the Corporation and any constituent corporation (including any
constituent of a constituent) absorbed by the Corporation in a consolidation or
merger; the term "other enterprises" shall include any corporation, partnership,
joint venture, trust or employee benefit plan; service "at the request of the
Corporation" shall include service as a director, officer, trustee, employee or
agent of the Corporation which imposes duties on, or involves services by, such
person with respect to an employee benefit plan, its participants or
beneficiaries; any excise taxes assessed on a person with respect to an employee
benefit plan shall be deemed to be indemnifiable expenses; and action by a
person with respect to any employee benefit plan which such person reasonably
believes to be in the interest of the participants and beneficiaries of such
plan shall be deemed to be action not opposed to the best interests of the
Corporation.

         Section 7.3. Insurance

         Subject to the provisions of the Investment Company Act of 1940, as
amended, the Corporation, directly, through third parties or through affiliates
of the Corporation, may purchase, or provide through a trust fund, letter of
credit or surety bond insurance on behalf of any person who is or was a director
or officer of the Corporation, or who, while a Director or officer of the
Corporation, is or was serving at the request of the Corporation as a Director
or officer, trustee or agent of another foreign or domestic corporation,
partnership joint venture, trust or other enterprise against any liability
asserted against and incurred by such person in any such capacity or arising out
of such person's position, whether or not the Corporation would have the power
to indemnify such person against such liability.

                                  ARTICLE VIII
                                    Custodian
                                    ---------

         The Corporation shall have as custodian or custodians one or more trust
companies or banks of good standing, foreign or domestic, as may be designated
by the Board of Directors, subject to the provisions of the Investment Company
Act of 1940, as amended, and other applicable laws and regulations; and the
funds and securities held by the Corporation shall be kept in the custody of one
or more such custodians, provided such custodian or custodians can be found
ready and willing to act, and further provided that the Corporation and/or the
Custodians may employ such subcustodians as the Board of Directors may approve
and as shall be permitted by law.

                                   ARTICLE IX
                               Amendment of Bylaws
                               -------------------

         The Bylaws of the Corporation may be altered, amended, added to or
repealed only by majority vote of the entire Board of Directors.



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