EXHIBIT 2(d)

                        AMENDED AND RESTATED BY-LAWS FOR

                         SMITH BARNEY MONEY FUNDS, INC.

                                  STOCKHOLDERS

         SECTION 1. Annual Meetings. No annual meeting of the stockholders of
the Corporation shall be held unless required by applicable law or otherwise
determined by the Board of Directors. An annual meeting may be held at any place
as may be determined by the Board of Directors and as shall be designated in the
notice of the meeting, and 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, as amended or supplemented (the "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 and may be called at any time by
the Board of Directors or by the President, and shall be called by the 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 a majority 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). A written request shall state the purpose or
purposes of the proposed meeting.

         SECTION 3. Notice of Meetings.

         (a) 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, at least 10 (ten) days, but not more than 90 (ninety) days, prior
to the date designated for the meeting. Notice is given to a stockholder when it
is personally delivered to the stockholder, left at the stockholder's residence
or usual place of business, mailed to the stockholder at the stockholder's
address as it appears on the records of the Corporation or transmitted to the
stockholder by electronic mail to any electronic mail address of the stockholder
or by any other standard form of telecommunication. The notice of any meeting of
stockholders may be accompanied by a form of proxy in favor of the actions or
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.

         (b) 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 Sections 3(e) and (f) of this Article I,
otherwise properly brought before the meeting by a stockholder, and (ii) a
proper subject under applicable law for stockholder action.

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         (c) 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 no 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.

         (d) 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 Corporation which are beneficially owned by the stockholder, and
(iv) any material interest of the stockholder in such business.

         (e) 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 3 of this Article I.
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 in accordance with the provisions of this Section 3 of this
Article I, 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.

         (f) 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.

         (g) These Sections 3(f) and (g) of this Article I 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, as amended, or any successor
rule thereto.

         SECTION 4. Quorum. Except as otherwise provided by law or by the
Corporation's Charter, the presence in person or by proxy of stockholders of the
Corporation entitled to cast at least a majority of the votes entitled to be
cast shall constitute a quorum at each meeting of the stockholders; provided,
however, that where any provision of law or the Charter permits or requires that
stockholders of any series or class of capital stock of the Corporation shall
vote as a series or class, stockholders of a majority of the aggregate number of
shares of capital stock of that series or class outstanding and entitled to vote
shall constitute a quorum at such meeting. Except as otherwise required by law,
all

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questions shall be decided by a majority of the votes cast on such questions,
except for the election of directors. A plurality of all the votes cast at a
meeting at which a quorum is present is sufficient to elect a director. In the
absence of a quorum, the stockholders present in person or by proxy, by majority
vote and without notice other than by announcement at the meeting, 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 the laws of the
State of Maryland, the Investment Company Act of 1940, as amended, or 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 the 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 to a date not more than 120 (one
hundred twenty) days after the original record date. 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.

         SECTION 6. Organization. At every meeting of the stockholders, the
Chairman of the Board, or in his absence or inability to act, 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 a single 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; provided, however, that when required by the
Corporation's Charter, the Investment Company Act of 1940, as amended, or the
laws of the State of Maryland or when the Board of Directors has determined that
the matter affects only the interest of one series or class of stock, matters
may be submitted only to a vote of the stockholders of that particular series or
class, and each stockholder thereof shall be entitled to votes equal to the
shares of stock of that series or class registered in his name on the books of
the Corporation.

         Each stockholder entitled to vote at any meeting of the stockholders
may vote in person or by proxy and 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

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the writing by any reasonable means, including facsimile signature. No proxy
shall be valid after the expiration of eleven months from the date thereof,
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the stockholder authorizing it, except in those cases in which the
proxy states that it is irrevocable and in which an irrevocable proxy is
permitted by law.

         Unless required by statute or these By-Laws, or determined by the
chairman of the meeting to be advisable, a vote taken on any question 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
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, any action required to be taken at any meeting of
stockholders, or any action that may be taken at any meeting of the stockholder,
may be taken without a meeting, without prior notice and without a vote, if a
unanimous written consent that sets forth the action and which is signed by each
stockholder entitled to vote on the matter is filed with the records of
stockholders' meetings.

                                   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 the Board of Directors. All powers of the
Corporation may be exercised by or under authority of the Board of

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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 the number required by the Maryland
General Corporation Law nor more than twenty-five. 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. Directors shall be elected
by written ballot at any meeting of stockholders held for that purpose. The term
of office of each director, including any director elected to fill a vacancy,
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,
resignation or removal, or as otherwise provided by statute or the Corporation's
Articles of Incorporation.

         SECTION 4. Director Nominations.

         (a) Only persons who are nominated in accordance with the procedures
set forth in this Section 4 of this Article II 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 of this Article II.

         (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 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 Securities Exchange Act of 1934, or any
successor regulation thereto (including without limitation such person's written
consent to be 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

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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 Corporation which are beneficially owned by such Director. 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 of this Article II, 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 of this
Article II. 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 Investment
Company Act of 1940, as amended, 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 in office at
the time of increase 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 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.

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         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. Notice is
given to a Director when it is delivered personally to each Director, left at
his or her residence or usual place of business, or sent or given by facsimile
transmission, electronic mail, telephone or other standard form of
telecommunication at least 3 (three-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 2 (two))
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 (unless there is only one director, in which case that
one will constitute a quorum for the transaction of business), and except as
otherwise expressly required by statute, the Corporation's Charter, these
By-Laws, the Investment Company Act of 1940, as amended, 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 all 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 designate a
Chairman of the Board, who shall preside at each meeting of the Board. In the
absence or inability of the Chairman of the Board to act, 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. Except as otherwise provided in this Section
15, the Board of Directors may designate one or more committees of the Board of
Directors, each consisting of one or more directors. To the extent provided in
the resolution, and permitted by law, the committee or committee shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation. 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 the
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.

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         Notwithstanding any provision to the contrary contained in these
Bylaws, a committee formed to value an illiquid security (a "Valuation
Committee") shall consist of at least two directors provided the Valuation
Committee is at all times comprised of at least 50% "non-interested" directors
as that term is defined in the Investment Company Act of 1940, as amended. In
the event the Chairman of the Board of Directors is not present at a meeting of
a Valuation Committee, the Committee shall only convene if the President or a
Vice President of the Corporation is present at such meeting, provided the
President or a Vice President, unless also a director of the Corporation, shall
not have any voting rights.

         SECTION 16. Written Consent of Directors in Lieu of a Meeting. Subject
to the provisions of the Investment Company Act of 1940, as amended, 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 minutes of the proceedings of the Board
or committee.

         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 in more than one capacity any
instrument required by law to be executed, acknowledged or verified by more than
one officer. Officers shall be elected by the Board of Directors to hold office
until their successors shall have been duly elected and shall have qualified.
Officers shall serve at the pleasure of the Board of Directors. The Board of
Directors may from time to time elect, or delegate to the President the power to
appoint, such officers (including one or more Assistant Vice President, 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.

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         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 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; Chief Executive Officer. 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 appointed by the Board and he may
delegate these powers. The President shall be the chief executive officer of the
Corporation. In the absence of the Chairman of the Board (or if there is none),
the President shall preside at all meetings of the stockholders and of the Board
of Directors.

         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. The Treasurer shall be the chief financial officer
of the Corporation.

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         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. The Board of Directors may determine to
issue certificated or uncertificated shares of capital stock and other
securities of the Corporation. For certificated stock, 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, the 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 the office at the date of issue.

         SECTION 2.  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

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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 3. 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 4. 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, to indemnify the Corporation against any
claim that may be made against it on account of the alleged theft, loss or
destruction 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 laws of the State of Maryland.

         SECTION 5. Fixing of Record Date for Dividends, Distributions, etc. The
Board may fix, in advanced 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 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 6. 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 Corporations' 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

                                       11



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 and the Investment
Company Act of 1940, 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 of 1933 and the Investment Company Act of 1940, 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 are met: (1) the person seeking indemnification shall
provide a security in form and amount acceptable to the Corporation for his
undertaking; (2) the Corporation is insured against losses arising by reason of
the advance; or (3) a majority of a quorum of Directors of the Corporation who
are neither "interested persons" as defined in the Investment Company Act of
1940, as amended, 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 of 1933
and the Investment Company Act of 1940, 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: (1) 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 (2) 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 (a) the vote of a majority of a quorum of
disinterested non-party Directors or (b) 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 Investment Company Act of 1940, the Securities Act of 1933
and the

                                       12



Maryland General Corporation Law, as such statutes are now or hereafter in
force, and to such further 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 and advancement of
expenses 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 or advancement of expenses 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.

         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 as the
resulting or surviving corporation so that any person who is or was a Director
or officer 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, other enterprise, or employee
benefit plan 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.

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                                  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 Investment Company Act of
1940, as amended.

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