EX-99.77D POLICIES

[France Growth Fund, Inc., Form N-SAR for period
ending 12/31/02]

SUB-ITEM 77D: POLICIES WITH RESPECT TO SECURITY
INVESTMENT

In order to comply with Rule 35d-1 under the
Investment Company Act of 1940, the Board of Director
of the Fund approved on September 17, 2002, an
additional investment policy that requires, under
normal circumstances, at least 80% of the Fund's net
assets will be invested in French equity securities,
at least 65% of which will be listed on one or more
of the French Stock Exchanges, including those listed
in the over-the-counter market of the French Stock
Exchanges.  This policy is not fundamental and may be
changed by the Board without shareholder approval
upon the giving of notice to the shareholders as
provided by Rule 35d-1 under the Investment
Company Act of 1940.










505021.1.02 03/03/03 2:09 PM

EX-99.77B ACCT LTTR

Report of Independent Accountants

To the Shareholders and Board of Directors of
The France Growth Fund, Inc.


In planning and performing our audit of the financial
statements of The France Growth Fund, Inc. (the "Fund")
for the year ended December 31, 2002, we considered its
internal control, including control activities for
safeguarding securities, in order to determine our
auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with
the requirements of Form N-SAR, not to provide assurance
on internal control.
The management of the Fund is responsible for establishing
and maintaining internal control.  In fulfilling this
responsibility, estimates and judgments by management
are required to assess the expected benefits and related
costs of controls.  Generally, controls that are relevant
to an audit pertain to the entity's objective of preparing
financial statements for external purposes that are fairly
presented in conformity with generally accepted accounting
principles.  Those controls include the safeguarding of
assets against unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control,
errors or fraud may occur and not be detected.  Also,
projection of any evaluation of internal control to
future periods is subject to the risk that controls may
become inadequate because of changes in conditions or
that the effectiveness of their design and operation
may deteriorate.
Our consideration of internal control would not
necessarily disclose all matters in internal control
that might be material weaknesses under standards
established by the American Institute of Certified
Public Accountants.  A material weakness is a condition
in which the design or operation of one or more of the
internal control components does not reduce to a
relatively low level the risk that misstatements caused
by error or fraud in amounts that would not be detected
in a timely period by employees in the normal course of
performing their assigned functions.  However, we noted
no matters involving internal control and its operation,
including controls for safeguarding securities, that we
consider to be material weaknesses as defined above as
of December 31, 2002.
This report is intended solely for the information and
use of the Board of Directors, management and the
Securities and Exchange Commission and is not intended
to be and should not be used by anyone other than these
specified parties.


February 7, 2003

EX-99.77Q1 OTHR EXHB

                               HALE AND DORR LLP
                               COUNSELLORS AT LAW

                                www.haledorr.com
                       60 STATE STREET o BOSTON, MA 02109
                        617-526-6000 o FAX 617-526-5000


                                                        CHARLES F. MCCAIN, II

                                                             617-526-6276
                                                     charles.mccain@haledorr.com



                                                  May 6, 2002


Corporate Governance Department
New York Stock Exchange
20 Broad Street, 27th Floor
New York, NY 10005

RE:  The France Growth Fund. Inc. (NYSE: FRF); Notice of Bylaw Amendment.
     --------------------------------------------------------------------


Dear Sir/Madam:


     We are filing on behalf of our client, The France Growth Fund, Inc., a
certified copy of the Fifth Amended and Restate Bylaws of The France Growth
Fund, Inc. The purpose of this filing is to report an amendment to Article II
Section 2 of the Bylaws to permit the annual meeting of stockholders to be held
in June as opposed to May each year. The France Growth Fund, Inc. is a New York
Stock Exchange listed company trading with the symbol "FRF".

     Please do not hesitate to call if you have any questions.


                                             Yours sincerely,


                                             Charles F. McCain


Enclosure

cc: Steven M. Cancro, Esq.








BOSTON  LONDON* MUNICH* NEW YORK  OXFORD* PRINCETON  RESTON  WALTHAM  WASHINGTON
- --------------------------------------------------------------------------------
HALE AND DORR LLP IS A MASSACHUSETTS LIMITED LIABILITY PARTNERSHIP AND INCLUDES
                           PROFESSIONAL CORPORATIONS
BOSTON
                                         * AN INDEPENDENT JOINT VENTURE LAW FIRM










                       FIFTH AMENDED AND RESTATED BYLAWS

                                       OF

                          THE FRANCE GROWTH FUND, INC.

                            (a Maryland corporation)




                          AMENDED AS OF APRIL 30, 2002





                               TABLE OF CONTENTS


                                                                            Page
                                                                            ----

ARTICLE I    NAME OF CORPORATION, LOCATION OF OFFICES AND SEAL................1
  Section 1.   Name ..........................................................1
  Section 2.   Principal and Other Offices....................................1
  Section 3.   Seal...........................................................1
ARTICLE II   STOCKHOLDERS ....................................................1
  Section 1.   Place..........................................................1
  Section 2.   Annual Meetings................................................2
  Section 3.   Special Meetings. .............................................2
  Section 4.   Notice of Meetings.............................................4
  Section 5.   Scope of Notice................................................4
  Section 6.   Organization...................................................4
  Section 7.   Voting ........................................................5
  Section 8.   Proxies........................................................5
  Section 9.   Quorum ........................................................6
  Section 10.  Voting of Stock by Certain Holders.............................6
  Section 11.  Fixing of Record Date..........................................6
  Section 12.  Inspectors...............,.....................................6
  Section 13.  Nominations and Proposals by Stockholders......................7
  Section 14.  Voting by Ballot...............................................9
  Section 15.  Consent of Stockholders in Lieu of Meeting ...................10
  Section 16.  Stock Ledger and List of Stockholders ........................10
ARTICLE III  BOARD OF DIRECTORS..............................................10
  Section 1.   General Powers................................................10
  Section 2.   Number of Directors...........................................10
  Section 3.   Term of Directors.............................................10
  Section 4.   Removal of Directors..........................................11
  Section 5.   Resignation. .................................................11
  Section 6.   Vacancies ....................................................11
  Section 7.   Place of Meetings.............................................11
  Section 8.   Regular Meetings..............................................11
  Section 9.   Special Meetings..............................................12
  Section 10.  Notice........................................................12
  Section 11.  Quorum and Voting.............................................12
  Section 12.  Organization..................................................13
  Section 13.  Compensation ............................................... .13
  Section 14.  Investment Policies...........................................13
  Section 15.  Power to Issue and Sell Stock................................ 14
  Section 16.  Executive Committee...........................................14
  Section 17.  Other Committees..............................................14
  Section 18.  Meetings by Conference Telephone .............................14



                                      -i-



  Section 19.  Written Consent of Directors in Lieu of a Meeting ............15
  Section 20.  Reliance......................................................15
  Section 21.  Certain Rights of Directors, Officers, Employees and Agents ..15
ARTICLE IV   OFFICERS, AGENTS AND EMPLOYEES .................................15
  Section 1.   Number, Election, Qualifications .............................15
  Section 2.   Resignations..................................................16
  Section 3.   Removal of Officer, Agent or Employee ........................16
  Section 4.   Vacancies ....................................................16
  Section 5.   Compensation .................................................16
  Section 6.   Bonds or Other Security.......................................16
  Section 7.   President. ...................................................16
  Section 8.   Vice President ...............................................17
  Section 9.   Treasurer and Assistant Treasurers ...........................17
  Section 10.  Secretary and Assistant Secretaries ..........................18
  Section 11.  Delegation of Duties .........................................18
ARTICLE V    INDEMNIFICATION AND INSURANCE ..................................18
  Section 1.   Indemnification...............................................18
  Section 2.   Exemption from Liability .....................................19
  Section 3.   Insurance.....................................................20
ARTICLE VI   CAPITAL STOCK...................................................20
  Section 1.   Stock Certificates ...........................................20
  Section 2.   Transfer of Shares ...........................................21
  Section 3.   Stock Ledgers.................................................21
  Section 4.   Lost, Destroyed or Mutilated Certificates.....................21
ARTICLE VII  FISCAL YEAR.....................................................21
ARTICLE VIII CUSTODIANS .....................................................22
  Section 1.   Qualifications and Duties.....................................22
  Section 2.   Resignation, Change or Inability to Serve ....................22
ARTICLE IX   EXECUTION OF INSTRUMENTS........................................22
  Section 1.   Checks, Notes, Drafts, Etc....................................22
  Section 2.   Sale or Transfer of Securities................................22
ARTICLE X    INDEPENDENT PUBLIC ACCOUNTANTS..................................23
ARTICLE XI   NET ASSET VALUE.................................................23
ARTICLE XII  AMENDMENTS .....................................................23
  Section 1.   General.......................................................23
  Section 2.   By Stockholders Only..........................................23





                                      -ii-




                       FIFTH AMENDED AND RESTATED BYLAWS

                                       OF

                          THE FRANCE GROWTH FUND, INC.

                            (a Maryland corporation)

                          AMENDED AS OF APRIL 30, 2002

                                     *****

                                   ARTICLE I

               NAME OF CORPORATION. LOCATION OF OFFICES AND SEAL


     Section 1. NAME. The name of the Corporation is The France Growth Fund,
Inc.

     Section 2. PRINCIPAL AND OTHER OFFICES. The principal office of the
Corporation in the State of Maryland shall be located at such place as the Board
of Directors may designate. The Corporation may have additional offices,
including a principal executive office, at such places as the Board of Directors
may from time to time determine or the business of the Corporation may require.

     Section 3. SEAL. The seal of the Corporation shall be circular in form and
shall bear, in addition to any other emblem or device approved by the Board of
Directors, the name of the Corporation, the year of its incorporation and the
words "Corporate Seal" and "Maryland". The form of the seal shall be subject to
alteration by the Board of Directors and the seal may be used by causing it or a
facsimile to be impressed or affixed or otherwise reproduced.

     Whenever the Corporation is permitted or required to affix its seal to a
document, it shall be sufficient to meet the requirements of any law, rule or
regulation relating to a seal to place the word "(SEAL)" adjacent to the
signature of the person authorized to execute the document on behalf of the
Corporation.


                                   ARTICLE II

                                  STOCKHOLDERS

     Section 1. PLACE. All meetings of Stockholders shall be held at the
principal executive office of the Corporation or at such other place as shall be
determined by the Board of Directors and stated in the notice of the meeting.



                                       -1-




     Section 2. ANNUAL MEETINGS. An annual meeting of the Stockholders for the
election of directors and the transaction of any business within the powers of
the Corporation shall be held on a date and at the time set by the Board of
Directors during the month of June in each year.

     Section 3. SPECIAL MEETINGS.

          (a) General. Special meetings of the Stockholders may be called at any
time by the Chairman of the Board, the President or the Board of Directors.
Subject to subsection (b) of this Section 3 and pursuant to Article SECOND of
the Articles Supplementary accepted for record by the State Department of
Assessments and Taxation (the "SDAT") as of June 15,2000, a special meeting of
Stockholders shall also be called by the Secretary of the Corporation upon the
written request of the Stockholders entitled to cast not less than forty percent
of all the votes entitled to be cast at such meeting.

          (b) STOCKHOLDER REQUESTED SPECIAL MEETINGS.

               (1) Any Stockholder of record seeking to have Stockholders
request a special meeting shall, by sending written notice to the Secretary (the
"Record Date Request Notice") by registered mail, return receipt requested,
request the Board of Directors to fix a record date to determine the
Stockholders entitled to request a special meeting (the "Request Record Date").
The Record Date Request Notice shall set forth the purpose of the meeting and
the matters proposed to be acted on at it, shall be signed by one or more
Stockholders of record as of the date of signature (or their duly authorized
agents), shall bear the date of signature of each such Stockholder (or other
agent) and shall set forth all information relating to each such Stockholder
that must be disclosed in solicitations of proxies for election of directors in
an election contest (even if an election contest is not involved), or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14a-11
thereunder. Upon receiving the Record Date Request Notice, the Board of
Directors may fix a Request Record Date. The Request Record Date shall not
precede and shall not be more than ten days after the close of business on the
date on which the resolution fixing the Request Record Date is adopted by the
Board of Directors. If the Board of Directors, within ten days after the date on
which a valid Record Date Request Notice is received, fails to adopt a
resolution fixing the Request Record Date and make a public announcement of such
Request Record Date, the Request Record Date shall be the close of business on
the tenth day after the first date on which the Record Date Request Notice is
received by the Secretary.

               (2) In order for any Stockholder to request a special meeting,
one or more written requests for a special meeting signed by Stockholders of
record (or their duly authorized agents) as of the Request Record Date entitled
to cast not less than a majority (the "Special Meeting Percentage") of all of
the votes entitled to be cast at such meeting (the "Special Meeting Request")
shall be delivered to the Secretary. In addition, the Special Meeting Request
shall set forth the purpose of the meeting and the matters proposed to be acted
on at it (which



                                      -2-




shall be limited to the matters set forth in the Record Date Request Notice
received by the Secretary), shall bear the date of signature of each such
Stockholder (or other agent) signing the Special Meeting Request, shall set
forth the name and address, as they appear in the Corporation's books, of each
Stockholder signing such request (or on whose behalf the Special Meeting Request
is signed) and the class and number of shares of stock of the Corporation which
are owned of record and beneficially by each such Stockholder, shall be sent to
the Secretary by registered mail, return receipt requested, and shall be
received by the Secretary within 60 days after the Request Record Date. Any
requesting Stockholder may revoke his, her or its request for a special meeting
at any time by written revocation delivered to the Secretary.

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

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

               (5) If at any time as a result of written revocations of requests
for the special meeting, Stockholders of record (or their duly authorized
agents) as of the Request Record Date entitled to cast less than the Special
Meeting Percentage shall have delivered and



                                      -3-



not revoked requests for a special meeting, the Secretary may refrain from
mailing the notice of the meeting or, if the notice of the meeting has been
mailed, the Secretary may revoke the notice of the meeting at any time before
ten days before the meeting if the Secretary has first sent to all other
requesting Stockholders written notice of such revocation and of intention to
revoke the notice of the meeting. Any request for a special meeting received
after a revocation by the Secretary of a notice of a meeting shall be considered
a request for a new special meeting.

               (6) The Chairman of the Board of Directors, the President or the
Board of Directors may appoint regionally or nationally recognized independent
inspectors of elections to act as the agent of the Corporation for the purpose
of promptly performing a ministerial review of the validity of any purported
Special Meeting Request received by the Secretary. For the purpose of permitting
the inspectors to perform such review, no such purported request shall be deemed
to have been delivered to the Secretary until the earlier of (i) five Business
Days after receipt by the Secretary of such purported request and (ii) such date
as the independent inspectors certify to the Corporation that the valid requests
received by the Secretary represent at least a majority of the issued and
outstanding shares of stock that would be entitled to vote at such meeting.
Nothing contained in this paragraph (6) shall in any way be construed to suggest
or imply that the Corporation or any Stockholder shall not be entitled to
contest the validity of any request, whether during or after such five Business
Day period, or to take any other action (including, without limitation, the
commencement, prosecution or defense of any litigation with respect thereto, and
..the seeking of injunctive relief in such litigation).

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

     Section 4. NOTICE OF MEETINGS. Not less than ten nor more than 90 days
before each meeting of Stockholders, the Secretary shall give to each
Stockholder entitled to vote at such meeting and to each Stockholder not
entitled to vote who is entitled to notice of the meeting written or printed
notice stating the time and place of the meeting and, in the case of a special
meeting or as otherwise may be required by any statute, the purpose for which
the meeting is called, either by mail or by presenting it to such Stockholder
personally or by leaving it at the Stockholder's residence or usual place of
business or by any other means permitted by Maryland law. If mailed, such notice
shall be deemed to be given when deposited in the United States mail addressed
to the Stockholder's address as it appears on the records of the Corporation,
with postage thereon prepaid.

     Section 5. SCOPE OF NOTICE. Any business of the Corporation may be
transacted at an annual meeting of Stockholders without being specifically
designated in the notice, except such business as is required by any statute to
be stated in such notice. No business shall be transacted at a special meeting
of Stockholders except as specifically designated in the notice.

     Section 6. ORGANIZATION. Every meeting of Stockholders shall be conducted
by the Chairman of the Board of Directors (if one has been designated by the
Board of Directors) or, in



                                      -4-




the case of a vacancy in the office or absence of the Chairman of the Board, by
one of the following officers present at the meeting: the President, the Vice
Presidents in their order of rank and seniority, or, in the absence of such
officers, a chairman chosen by the Stockholders by the vote of a majority of the
votes cast by Stockholders present in person or by proxy. The Secretary, or, in
the Secretary's absence, an Assistant Secretary, or in the absence of both the
Secretary and Assistant Secretaries, a person appointed by the Board of
Directors or, in the absence of such appointment, a person appointed by the
chairman of the meeting shall act as Secretary. In the event that the Secretary
presides at a meeting of the Stockholders, an Assistant Secretary shall record
the minutes of the meeting. The order of business and all other matters of
procedure at any meeting of Stockholders shall be determined by the chairman of
the meeting. The chairman of the meeting may prescribe such rules, regulations
and procedures and take such action as, in the discretion of such chairman, are
appropriate 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 or other such persons 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 or other such persons 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 who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairman of the meeting; (g) recessing or
adjourning the meeting to a later date and time and place announced at the
meeting; and (h) concluding 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 7. VOTING. A plurality of all the votes cast at a meeting of
Stockholders duly called and at which a quorum is present shall be sufficient to
elect a director. Each share may be voted for as many individuals as there are
directors to be elected and for whose election the share is entitled to be
voted. A majority of the votes cast at a meeting of Stockholders duly called and
at which a quorum is present shall be sufficient to approve any other matter
which may properly come before the meeting, unless more than a majority of the
votes cast is required by statute or by the charter of the Corporation (the
"Charter"). Unless otherwise provided in the Charter, each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote at a meeting of Stockholders.

     Section 8. PROXIES. A Stockholder may cast the votes entitled to be cast by
the shares of stock owned of record by the Stockholder either in person or by
proxy executed in writing by the Stockholder or by the Stockholder's du1y
authorized agent in any manner permitted by law. Such proxy shall be filed with
the Secretary of the Corporation before or at the time of the meeting. No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.



                                      -5-




     Section 9. QUORUM. At any meeting of Stockholders, the presence in person
or by proxy of Stockholders entitled to cast one-third (33 1/3%) of all the
votes entitled to be cast at such meeting shall constitute a quorum; but this
section shall not affect any requirement under any statute or the Charter of the
Corporation for the vote necessary for the adoption of any measure. If, however,
such quorum shall not be present at any meeting of the Stockholders, the
chairman of the meeting shall have the power to adjourn the meeting. At such
adjourned meeting, 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 10. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation
registered in the name of a corporation, partnership, trust or other entity, if
entitled to be voted, may be voted by the president or a vice president, a
general partner or trustee thereof, as the case may be, or a proxy appointed by
any of the foregoing individuals, unless some other person who has been
appointed to vote such stock pursuant to a bylaw or a resolution of the
governing body of such corporation or other entity or agreement of the partners
of a partnership presents a certified copy of such bylaw, resolution or
agreement, in which case such person may vote such stock. Any director or other
fiduciary may vote stock registered in his or her name as such fiduciary, either
in person or by proxy.

     Shares of stock of the Corporation directly or indirectly owned by it shall
not be voted at any meeting and shall not be counted in determining the total
number of outstanding shares entitled to be voted at any given time, unless they
are held by it in a fiduciary capacity, in which case they may be voted and
shall be counted in determining the total number of outstanding shares at any
given time.

     Section 11. FIXING OF RECORD DATE. The Board of Directors may set a record
date for the purpose of determining stockholders entitled to vote at or notice
of any meeting of the stockholders 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
vote at or receive notice of such meeting, to receive such dividends or rights
or otherwise, as the case may be. The record date, which may not be prior to the
close of business on the day the record date is fixed, shall be not more than 90
days before the date of the meeting of stockholders, payment of dividend,
allotment of rights or other action requiring determination of a record date,
nor, in the case of a stockholders meeting, less than ten days before the date
of such meeting. All persons who were holders of record of shares as of the
record date, and not others, shall be entitled to vote at such meeting and any
adjournment thereof.

     Section 12. INSPECTORS. The Board of Directors, in advance of any meeting,
may, but need not, appoint one or more individual inspectors or one or more
entities that designate individuals as inspectors to act at the meeting or any
adjournment thereof. If an inspector or



                                      -6-




inspectors are not appointed, the person presiding at the meeting may, but need
not, appoint one or more inspectors. In case any person who may be appointed as
an inspector fails to appear or act, the vacancy may be filled by appointment
made by the Board of Directors in advance of the meeting or at the meeting by
the chairman of the meeting. The inspectors, if any, shall determine the number
of shares outstanding and the voting power of each, the shares represented at
the meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are proper
to conduct the election or vote with fairness to all Stockholders. Each such
report shall be in writing and signed by him or her or by a majority of them if
there is more than one inspector acting at such meeting. If there is more than
one inspector, the report of a majority shall be the report of the inspectors.
The report of the inspector or inspectors on the number of shares represented at
the meeting and the results of the voting shall be PRIMA FACIE evidence thereof.


     Section 13. Nominations and Proposals by Stockholders.

          (a) ANNUAL MEETINGS OF STOCKHOLDERS.

               (1) Nominations of persons for election to the Board of Directors
and the proposal of business to be considered by the Stockholders may be made at
an annual meeting of Stockholders (i) pursuant to the Corporation's notice of
meeting, (ii) by or at the direction of the Board of Directors or (iii) by any
Stockholder of the Corporation who was a Stockholder of record both at the time
of giving of notice provided for in this Section 13( a) and at the time of the
annual meeting, who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section 13(a).

               (2) For nominations for election to the Board of Directors or
other business to be properly brought before an annual meeting by a Stockholder
pursuant to clause (iii) of paragraph (a)(1) of this Section 13, the Stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation and such other business must otherwise be a proper matter for action
by Stockholders. To be timely, a Stockholder's notice must be delivered to the
Secretary at the principal executive office of the Corporation by not later than
the close of business on the 90th day prior to the first anniversary of the date
of mailing of the notice for the preceding year's annual meeting nor earlier
than the close of business on the 120th day prior to the first anniversary of
the date of mailing of the notice for the preceding year's annual meeting;
provided, however, that in the event that the date of the mailing of the notice
for the annual meeting is advanced or delayed by more than 30 days from the
anniversary date of the mailing of the notice for the preceding year's annual
meeting, notice by the Stockholder to be timely must be so delivered not earlier
than the close of business on the 120th day prior to the date of mailing of the
notice for such annual meeting and not later than the close of business on the
later of the 90th day prior to the date of mailing of the notice for such annual
meeting or the tenth day following the day on which public announcement of the
date of mailing of the notice for such



                                      -7-




meeting is first made by the Corporation. In no event shall the public
announcement of a postponement of the mailing of the notice for such annual
meeting or of an adjournment or postponement of an annual meeting to a later
date or time commence a new time period for the giving of a Stockholder's notice
as described above. A Stockholder's notice to be proper must set forth (i) as to
each person whom the Stockholder proposes to nominate for election or reelection
as a director (A) the name, age, business address and residence address of such
person, (B) the class and number of shares of stock of the Corporation that are
beneficially owned or owned of record by such person and (C) all other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation l4A (or any successor
provision) under the Exchange Act (including such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected); (ii) as to any other business that the Stockholder proposes to bring
before the meeting, a description of the business desired to be brought before
the meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such Stockholder (including any
anticipated benefit to the Stockholder therefrom) and of each beneficial owner,
if any, on whose behalf the proposal is made; and (iii) as to the Stockholder
giving the notice and each beneficial owner, if any, on whose behalf the
nomination or proposal is made, (x) the name and address of such Stockholder, as
they appear on the Corporation's stock ledger and current name and address, if
different, and of such beneficial owner, and (y) the class and number of shares
of stock of the Corporation which are owned beneficially and of record by such
Stockholder and such beneficial owner.

               (3) Notwithstanding anything in the second sentence of paragraph
(a)(2) of this Section 13 to the contrary, in the event that the number of
directors to be elected to the Board of Directors is increased and there is no
public announcement by the Corporation of such action or specifying the size of
the increased Board of Directors at least 100 days prior to the first
anniversary of the date of mailing of the notice for the preceding year's annual
meeting, a Stockholder's notice required by this Section 13(a) shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if the notice is delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the tenth day immediately following the day on which such public
announcement is first made by the Corporation.

          (b) SPECIAL MEETING OF STOCKHOLDERS. Only such business shall be
conducted at a special meeting of Stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons 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 l3(b) 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 l3(b). In the event the Corporation calls a special
meeting of



                                      -8-




Stockholders for the purpose of electing one or more directors to the Board of
Directors, any such Stockholder may nominate a person or persons (as the case
may be) for election to such position as specified in the Corporation's notice
of meeting, if the Stockholder's notice containing the information required by
paragraph (a)(2) of this Section 13 shall have been delivered to the Secretary
at the principal executive offices of the Corporation not earlier than the close
of business on the 120th day prior to such special meeting and not later than
the close of business on the later of the 90th day prior to such special meeting
or the tenth day following the day on which public announcement is first made of
the date of the special meeting and the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the public
announcement of a postponement or adjournment of a special meeting to a later
date or time commence a new time period for the giving of a Stockholder's notice
as described above.

          (c) GENERAL.

               (1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 13 shall be eligible to serve as directors,
and only such business shall be conducted at a meeting of Stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 13. The chairman of the meeting shall have the power and duty to
determine whether a nomination or any other business proposed to be brought
before the meeting was made or proposed, as the case may be, in accordance with
the procedures set forth in this Section 13 and, if any proposed nomination or
other business is not in compliance with this Section 13, to declare that such
nomination or proposal shall be disregarded.

               (2) For purposes of this Section 13, (a) the "date of mailing of
the notice" shall mean the date of the proxy statement for the solicitation of
proxies for election of directors and (b) "public announcement" shall mean
disclosure (i) in a press release either transmitted to the principal securities
exchange on which shares of the Corporation's common stock are traded or
reported by a recognized news service or (ii) in a document publicly filed by
the Corporation with the United States Securities and Exchange Commission.

               (3) Notwithstanding the foregoing provisions of this Section 13,
a Stockholder shall also comply with all applicable requirements of state law
and of the Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in this Section 13. Nothing in this Section 13 shall be
deemed to affect any right of a Stockholder to request inclusion of a proposal
in, nor the right of the Corporation to omit a proposal from, the Corporation's
proxy statement pursuant to Rule 14a-8 (or any successor provision) under the
Exchange Act.

     Section 14. VOTING BY BALLOT. Voting on any question or in any election may
be VIVA VOCE unless the chairman of the meeting shall order or any Stockholder
shall demand that voting be by ballot.



                                      -9-




     Section 15. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Except as otherwise
required by law (including the MGCL and the 1940 Act), the Articles of
Incorporation or these Bylaws, any action required or permitted to be taken at
any annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if the following are filed with the
records of stockholders meetings: (i) a unanimous written consent which sets
forth the action and is signed by each stockholder entitled to vote on the
matter and (ii) if applicable, a written waiver of any right to dissent signed
by each stockholder entitled to notice of the meeting but not entitled to vote
thereat. Such consent shall be treated for all purposes as a vote at the
meeting.

     Section 16. STOCK LEDGER AND LIST OF STOCKHOLDERS. The Corporation shall
maintain at its principal office or at the office of its counsel, accountants or
transfer agent, an original or duplicate stock ledger containing the name and
address of each Stockholder and the number of shares of each class held of
record by such Stockholder.


                                  ARTICLE III

                               BOARD OF DIRECTORS

     Section 1. GENERAL POWERS. The property, affairs and business of the
Corporation shall be managed by or under the direction of the Board of
Directors, which may exercise all the powers of the Corporation and do all such
lawful acts as are not conferred upon or reserved to the stockholders of the
Corporation by law (including the MGCL and the 1940 Act), the Articles of
Incorporation or these Bylaws.

     Section 2. NUMBER OF DIRECTORS. Subject to Section 2-402(a) of the Maryland
General Corporation Law (the "MGCL") and the Investment Company Act of 1940, as
amended (the "1940 Act") and pursuant to Article SECOND of Articles
Supplementary accepted for record by the SDAT as of June 15, 2000, the number
of directors constituting the entire Board of Directors may be increased or
decreased from time to time only by a vote of the Board of Directors, provided
however that the tenure of office of a director shall not be affected by any
decrease in the number of directors.

     Section 3. TERM OF DIRECTORS. Pursuant to Article SECOND of the Articles
Supplementary accepted for record by the SDAT as of June 15,2000, the Board of
Directors shall be divided into three classes, designated as Class I, Class II
and Class III, respectively. Within the limits above specified, the number of
Directors in each class shall be determined by resolution of the Board of
Directors. The term of office of all of the Directors shall expire on the date
of the first annual meeting of Stockholders or special meeting in lieu thereof
following the effective date. The term of office of the first class shall expire
on the date of the second annual meeting of Stockholders or special meeting in
lieu thereof. The term of office of the second class shall expire on the date of
the third annual meeting of Stockholders or special meeting in lieu thereof. The
term of office of the third class shall expire on the date of the fourth annual
meeting of Stockholders or special meeting in lieu thereof. Upon expiration of
the term of office



                                      -10-




of each class as set forth above, the number of Directors in such class, as
determined by the Board of Directors, shall be elected for a term of three years
to succeed the Directors whose terms of office expire. Each Director elected
shall serve until his or her successor is duly elected and qualifies. 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 4. REMOVAL OF DIRECTORS. At any stockholders meeting provided a
quorum is present, any director of the Corporation may be removed by a vote of
seventy-five percent (75%) of the shares entitled to be cast for the election of
directors. Pursuant to Section 2-406(b)(3) of the MGCL, a Director may be
removed only with cause. "Cause" shall mean, with respect to any particular
Director of the Corporation, conviction of a felony or final judgment of a court
of competent jurisdiction holding that such Director caused demonstrable,
material harm to the Corporation through bad faith or active and deliberate
dishonesty.

     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, the
Chairman of the Board, the President or the Secretary. Any such resignation
shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, immediately upon its receipt;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

     Section 6. VACANCIES. Subject to the 1940 Act and pursuant to Article
SECOND of Articles Supplementary accepted for record by the SDAT as of June
15, 2000, if for any reason any or all the Directors cease to be Directors, such
event shall not terminate the Corporation or affect these Bylaws or the powers
of the remaining Directors hereunder (even if fewer than three Directors
remain). 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 7. PLACE OF MEETINGS. Meetings of the Board of Directors may be
held at such place, within or outside the State of Maryland, as the Board of
Directors may from time to time determine or as shall be specified in the notice
of such meeting.

     Section 8. REGULAR MEETINGS. The Board of Directors from time to time may
provide by resolution for the holding of regular meetings and fix their time and
place. Notice of regular meetings of the Board of Directors need not be given,
provided that notice of any change in the time or place of such meetings shall
be sent promptly to each director not present at the meeting at which such
change was made, in the manner provided for notice of special meetings.

     The annual meeting of the Board of Directors shall be held as soon as
practicable after the annual meeting of stockholders at which directors are
elected. No notice of such meeting shall be necessary if held immediately after
the adjournment, and at the site, of the meeting of



                                      -11-




stockholders. If not so held, notice shall be given as provided in Section 9 of
this Article III for special meetings of the Board of Directors.

     Section 9. 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 of Directors (if one has been designated by the Board of Directors) or the
President. The person or persons authorized to call special meetings of the
Board of Directors may fix any place as the place for holding any special
meeting of the Board of Directors called by them. The Board of Directors may
provide, by resolution, the time and place for the holding of a special meeting
of the Board of Directors without other notice than such resolution.

     Section 10. NOTICE. Notice of any special meeting of the Board of Directors
shall be delivered personally or by telephone, electronic mail, facsimile
transmission, United States mail or courier to each Director at his or her
business or residence address. Notice by personal delivery, telephone,
electronic mail or facsimile transmission shall be given at least 24 hours prior
to the meeting. Notice by United States mail shall be given at least three days
prior to the meeting. Notice by courier shall be given at least two days prior
to the meeting. Telephone notice shall be deemed to be given when the Director
or his or her agent is personally given such notice in a telephone call to which
the Director or his or her agent is a party. Electronic mail notice shall be
deemed to be given upon transmission of the message to the electronic mail
address given to the Corporation by the Director. Facsimile transmission notice
shall be deemed to be given upon completion of the transmission of the message
to the number given to the Corporation by the Director and receipt of a
completed answer-back indicating receipt. Notice by United States mail shall be
deemed to be given when deposited in the United States mail properly addressed,
with postage thereon prepaid. Notice by courier shall be deemed to be given when
deposited with or delivered to a courier properly addressed. A written waiver of
notice, signed, either before or after the meeting, by the director entitled to
such notice and filed with the records of the meeting, or actual attendance at
the meeting, shall be deemed equivalent to the giving of notice to such
director. Neither the business to be transacted at, nor the purpose of, any
annual, regular or special meeting of the Board of Directors need be stated in
the notice, unless specifically required by statute or these Bylaws.

     Section 11. QUORUM AND VOTING. One-third, but not less than two, of the
members of the entire Board of Directors shall be present in person at any
meeting of the Board of Directors in order to constitute a quorum for the
transaction of business at such meeting, and, except as otherwise expressly
required by law (including the MGCL and the 1940 Act), the Articles of
Incorporation or these Bylaws, 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 of
Directors. In the absence of a quorum at any meeting of the Board of Directors,
a majority of the directors present thereat may adjourn such meeting to another
time and place until a quorum shall be present thereat. Notice of the time and
place of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless such time and place were
announced at the meeting at which the adjournment was taken, to the other
directors. At any adjourned meeting at



                                      -12-




which a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called.

     The Directors present at a meeting which has been duly called and convened
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough Directors to leave less than a quorum. The action of the
majority of the Directors present at a meeting at which a quorum is present
shall be the action of the Board of Directors, unless the concurrence of a
greater proportion is required for such action by applicable statute. If enough
Directors have withdrawn from a meeting to leave less than a quorum but the
meeting is not adjourned, the action of the majority of the Directors still
present at such meeting shall be the action of the Board of Directors, unless
the concurrence of a greater proportion is required for such action by
applicable law or the Charter.

     Section 12. ORGANIZATION. The Board of Directors may, by resolution adopted
by a majority of the entire Board of Directors, designate a Chairman of the
Board, who shall preside at each meeting of the Board of Directors, be EX
OFFICIO a member of all committees of the Board of Directors and shall have such
other powers and perform such other duties as may be assigned to the Chairman
from time to time by the Board of Directors. If the Chairman of the Board of
Directors is absent or unable to act, the President (if he is also a director)
or, if he is not a director or is absent or unable to act, another director
chosen by a majority of the directors present, shall act as chairman of the
meeting and preside thereat. The Secretary (or, if he is absent or unable to
act, any person appointed by the chairman) shall act as secretary of the meeting
and keep the minutes thereof.

     Section 13. COMPENSATION. 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 1940 Act) of the Corporation or of its investment
adviser, administrator or principal underwriter. Except as provided in the
preceding sentence, directors shall be entitled to receive such compensation
from the Corporation for their services, and reimbursement for reasonable
expenses incurred by them in connection with such services, as may from time to
time be voted by the Board of Directors.

     Section 14. INVESTMENT POLICIES. It shall be the duty of the Board of
Directors to ensure that the purchase, sale, retention and disposal of portfolio
securities and the other investment practices of the Corporation are at all
times consistent with the investment policies and restrictions with respect to
securities investments and otherwise of the Corporation, as recited in the
prospectus included in the registration statement of the Corporation relating to
the public offering of shares of its capital stock, as filed with the Securities
and Exchange Commission (or as such investment policies and restrictions may be
modified by the Board of Directors or, if required, by majority vote of the
stockholders of the Corporation in accordance with the 1940 Act and the rules
and regulations thereunder). The Board of Directors, however, may delegate the
duty of management of the assets and the administration of its day to day
operations to one or more individuals or corporate management companies and/or
investment



                                      -13-




advisers pursuant to a written contract or contracts which have obtained the
requisite approvals, including the requisite approvals of renewals thereof, of
the Board of Directors and/or the stockholders of the Corporation in accordance
with the provisions of the 1940 Act or the rules and regulations thereunder.

     Section 15. POWER TO ISSUE AND SELL STOCK. The Board of Directors may from
time to time issue and sell or cause to be issued and sold any of the
Corporation's authorized shares to such persons and for such consideration as
the Board of Directors shall deem advisable or as the 1940 Act or the rules and
regulations thereunder may require, subject to the provisions of Article III of
the Articles of Incorporation. The Board of Directors may appoint one or more
underwriters, distributors or agents for the sale of shares of stock of the
Corporation and may pay such underwriters, distributors or agents such
compensation as the Board of Directors shall deem appropriate, and may enter
into such contract or contracts with such underwriters, distributors or agents
as the Board of Directors may in its discretion deem reasonable and proper. Any
such contract or contracts may be made with individuals, corporate management
companies and/or investment advisers to whom the Board of Directors has
delegated management or administrative duties pursuant to this Section 15 or any
firm or corporation in which any director or directors may be interested.

     Section 16. EXECUTIVE COMMITTEE. The Board of Directors may, by resolution
passed by a majority of the whole Board, appoint from the directors an Executive
Committee to consist of two or more of such number of directors 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 by such affirmative vote 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 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 17. OTHER COMMITTEES. The Board of Directors may appoint from the
directors or otherwise other committees which shall have and may exercise such
powers as may be provided in their resolutions and which the Board of Directors
may lawfully delegate. 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 to change the members and powers of any such committee, to
fill vacancies and to discharge any such committee.

     Section 18. MEETINGS BY CONFERENCE TELEPHONE. The members of the Board of
Directors or any committee thereof may participate in a meeting of the Board of
Directors or



                                      -14-




committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
at the same time and such participation shall constitute presence in person at
such meeting; PROVIDED, HOWEVER, that such participation shall not constitute
presence in person with respect to matters which pursuant to the 1940 Act or the
rules and regulations thereunder require the approval of directors by vote cast
in person at a meeting.

     Section 19. WRITTEN CONSENT OF DIRECTORS IN LIEU OF A MEETING. Subject to
the provisions of the 1940 Act and the rules and regulations thereunder, any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting if all
members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writings or writing are filed with the minutes of
the proceedings of the Board of Directors or committee.

     Section 20. RELIANCE. Each Director, officer, employee and agent of the
Corporation shall, in the performance of his or her duties with respect to the
Corporation, be fully justified and protected with regard to any act or failure
to act in reliance in good faith upon the books of account or other records of
the Corporation, upon an opinion of counsel or upon reports made to the
Corporation by any of its officers or employees or by the adviser, accountants,
appraisers or other experts or consultants selected by the Board of Directors or
officers of the Corporation, regardless of whether such counsel or expert may
also be a Director.

     Section 21. CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.
The Directors shall have no responsibility to devote their full time to the
affairs of the Corporation. Any Director or officer, employee or agent of the
Corporation, in his or her personal capacity or in a capacity as an affiliate,
employee, or agent of any other person, or otherwise, may have business
interests and engage in business activities similar to or in addition to or in
competition with those of or relating to the Corporation.


                                   ARTICLE IV

                         OFFICERS, AGENTS AND EMPLOYEES

     Section 1. NUMBER, ELECTION, QUALIFICATIONS. The officers of the
Corporation shall be a President, such number of Vice Presidents as the Board of
Directors may deem necessary or proper, a Secretary and a Treasurer, each of
whom shall be elected by the Board of Directors. The Board of Directors or the
Executive Committee (if any) may also from time to time in its discretion
appoint such officers (including one or more Assistant Vice Presidents, one or
more Assistant Treasurers and one or more Assistant Secretaries), and may itself
appoint or delegate to the President the power to appoint such agents and
employees, as may be necessary or desirable for the business of the Corporation.
Such officers and agents shall have such duties and shall hold their offices for
such terms as may be prescribed by the Board of Directors or the Executive
Committee. Any two or more offices may be held by the same person, except the
offices of President and Vice President, but no officer shall execute,
acknowledge or verify any instrument



                                      -15-




as an officer 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.
Those officers who are elected by the Board of Directors shall be elected by the
Board of Directors annually, each to hold office until his successor shall have
been duly elected and shall have qualified, or until his death, or until he
shall have resigned, or have been removed, as hereinafter provided in these
Bylaws.

     Section 2. RESIGNATIONS. Any officer of the Corporation may resign at any
time by giving written notice of resignation to the Board of Directors, the
Chairman of the Board of Directors, the President or the Secretary. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
receipt; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

     Section 3. REMOVAL OF OFFICER, AGENT OR EMPLOYEE. Any officer, agent or
employee of the Corporation may be removed by the Board of Directors or the
Executive Committee (if any) with or without cause at any time, and the Board of
Directors or the Executive Committee may delegate such power of removal as to
agents and employees not elected by the Board of Directors. Such removal shall
be without prejudice to such 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, either arising from death,
resignation, removal or any other cause, may be filled for the unexpired portion
of the term of the office which shall be vacant, in the manner prescribed in
this Article IV for the regular election or appointment to such office.

     Section 5. COMPENSATION. The compensation of the officers of the
Corporation shall be fixed by the Board of Directors or the Executive Committee
(if any), but this power may be delegated to the President or any other officer
in respect of officers under his control.

     Section 6. BONDS OR OTHER SECURITY. The Board of Directors or the Executive
Committee (if any) may require any officer, employee or agent of the Corporation
to execute a bond (including, without limitation, any bond required by the 1940
Act or the rules and regulations thereunder) or other security 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.

     Section 7. PRESIDENT. The President shall be the chief executive officer of
the Corporation. In the absence of the Chairman of the Board of Directors (or if
there be none), he shall preside at all meetings of the stockholders and of the
Board of Directors (if he is also a director). Subject to the control of the
Board of Directors, he shall be the senior officer of the Corporation, have
general charge of the business and affairs of the Corporation and general
supervision over its officers, employees and agents. He may employ and discharge
employees



                                      -16-




and agents of the Corporation, except such as shall be appointed by the Board of
Directors, and he may delegate these powers. Except as the Board of Directors
may otherwise order, he may sign in the name and on behalf of the Corporation
all deeds, bonds, contracts or agreements.

     Section 8. VICE PRESIDENT. The Board of Directors or the Executive
Committee (if any) may from time to time elect one or more vice presidents who
shall have such powers and perform such duties as from time to time may be
assigned to them by the Board of Directors or the Executive Committee. At the
request or in the absence or disability of the President, the Vice President
(or, if there are two or more Vice Presidents, the senior of the Vice Presidents
present and able to act) may perform all the duties of the President and, when
so acting, shall have all the powers of and be subject to all the restrictions
upon the President.

     Section 9. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall:

          (a) have general charge and custody of, and be generally responsible
for, all the funds and securities of the Corporation, except those which the
Corporation has placed in the custody of a bank, trust company or member of a
national securities exchange (as that term is defined in the Securities Exchange
Act of 1934, as amended) pursuant to a written agreement designating such bank,
trust company or member of a national securities exchange as a custodian or sub
custodian of the property of the Corporation (in which case the Treasurer shall
have general supervision of the performance by the custodian or sub custodian of
its duties pursuant thereto);

          (b) render to the Board of Directors, whenever directed by the Board
of Directors, an account of the financial condition of the Corporation and of
all transactions as Treasurer;

          (c) cause to be prepared annually a full and correct statement of the
affairs of the Corporation, including a balance sheet and a financial statement
of operations for the preceding fiscal year, which shall be submitted at the
annual meeting of stockholders and filed within twenty days thereafter at the
principal office of the Corporation in the State of Maryland;

          (d) cause to be kept full and accurate accounts of receipts and
disbursements in books belonging to the Corporation;

          (e) cause all moneys and other valuables to be deposited to the credit
of the Corporation;

          (f) provide assistance to the Audit Committee of the Board of
Directors and report to such committee as necessary; and

          (g) in general, perform all the duties incident to the office of the
chief financial and accounting officer of the Corporation and such other duties
as from time to time may be assigned to him by the Board of Directors or the
President.



                                      -17-




Any Assistant Treasurer may perform such duties of the Treasurer as the
Treasurer, the Board of Directors or the Executive Committee (if any) may
assign, and, in the absence of the Treasurer, may perform all the duties of the
Treasurer.

     Section 10. SECRETARY AND ASSISTANT SECRETARIES. 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 of Directors and the stockholders;

          (b) see that all notices are duly given in accordance with the
provisions of these Bylaws 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, the Executive Committee (if any) or the President.

     Any Assistant Secretary may perform such duties of the Secretary as the
Secretary, the Board of Directors or the Executive Committee may assign, and, in
the absence of the Secretary, may perform all the duties of the Secretary.

     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 of Directors 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 V

                         INDEMNIFICATION AND INSURANCE

     Section 1. INDEMNIFICATION. The Corporation shall indemnify to the fullest
extent permitted by law (including the MGCL and the 1940 Act), 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 serves or served at the request of the Corporation
any other enterprise as a director or officer. To the fullest extent permitted
by law (including the



                                      -18-




MGCL and the 1940 Act), expenses incurred by any such person in defending any
such action, suit or proceeding shall be paid or reimbursed by the Corporation
promptly upon receipt by it of an undertaking 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. The rights provided to any person by this
Section 1 shall be enforceable against the Corporation by such person who shall
be presumed to have relied upon it in serving or continuing to serve as a
director or officer as provided above. No amendment of this Section 1 shall
impair the rights of any person arising at any time with respect to events
occurring prior to such amendment. For purposes of this Section 1, 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 merger; the term "other enterprise" 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 or officer of the Corporation which imposes duties on, or involves
services by, such director or officer 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. The provisions of this Section 1 shall be in
addition to the other provisions of this Article.

     Present or former employees and agents of the Corporation who are not or
were not officers or directors of the Corporation may be indemnified by the
Corporation, and reasonable expenses incurred by such persons may be paid or
reimbursed by the Corporation, in accordance with the procedures and to the
fullest extent permitted by law (including the MGCL and the 1940 Act), and to
such further extent, consistent with the foregoing, as may be provided by action
of the Board of Directors or by written agreement.

     Nothing in this Section 1 protects or purports to protect any director,
officer, employee or agent of the Corporation against any liability to the
Corporation or its stockholders to which he or she would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office.

     Section 2. EXEMPTION FROM LIABILITY. To the fullest extent permitted by law
(including the MGCL and the 1940 Act), no director or officer of the Corporation
shall be personally liable to the Corporation or its stockholders for money
damages; PROVIDED, HOWEVER, that nothing in this Section 2 protects or purports
to protect any director or officer of the Corporation against any liability to
which such director or officer 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. No amendment, modification or repeal of
this Section 2 shall adversely affect any right or protection of a director or
officer that exists at the time of such amendment, modification or repeal.



                                      -19-




     Section 3. INSURANCE. The Corporation may 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 serving in such a capacity is or was also serving
at the request of the Corporation as a director, officer, employee or agent of
any other enterprise, protecting such person, to the fullest extent permitted by
law (including the MGCL and the 1940 Act), from liability arising from his
activities or position as director, officer, employee, or agent of the
Corporation or such other enterprise, whether or not the Corporation would have
the power to indemnify such person against such liability. The Corporation,
however, may not purchase insurance on behalf of any officer or director of the
Corporation that protects or purports to protect such person from liability to
the Corporation or to its stockholders to which such officer or director 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. The Corporation may purchase insurance to the extent provided in this
Section 3 on behalf of an employee or agent who is not an officer or director of
the Corporation.



                                   ARTICLE VI

                                 CAPITAL STOCK

     Section 1. STOCK CERTIFICATES. Except as otherwise provided in these
Bylaws, this Section shall not be interpreted to limit the authority of the
Board of Directors to issue some or all of the shares of any or all of its
classes or series without certificates. Each Stockholder, upon written request
to the Secretary of the Corporation, shall be entitled to a certificate or
certificates which shall represent and certify the number of shares of each
class of stock held by him in the Corporation. Each certificate shall be signed
by the President or a Vice President and countersigned by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer and may be sealed
with the seal, if any, of the Corporation. The signatures may be either manual
or facsimile. Certificates shall be consecutively numbered; and if the
Corporation shall, from time to time, issue several classes of stock, each class
may have its own number series. A certificate is valid and may be issued whether
or not an officer who signed it is still an officer when it is issued. Each
certificate representing shares which are restricted as to their transferability
or voting powers, which are preferred or limited as to their dividends or as to
their allocable portion of the assets upon liquidation or which are redeemable
at the option of the Corporation, shall have a statement of such restriction,
limitation, preference or redemption provision, or a summary thereof, plainly
stated on the certificate. If the Corporation has authority to issue stock of
more than one class, the certificate shall contain on the face or back a full
statement or summary of the designations and any preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption of each
class of stock and, if the Corporation is authorized to issue any preferred or
special class in series, the differences in the relative rights and preferences
between the shares of each series to the extent they have been set and the
authority of the Board of Directors to set the relative rights and preferences
of subsequent series. In lieu of such statement or summary, the certificate may
state that the Corporation will furnish a full statement



                                      -20-




of such information to any Stockholder upon request and without charge. If any
class of stock is restricted by the Corporation as to transferability, the
certificate shall contain a full statement of the restriction or state that the
Corporation will furnish information about the restrictions to the Stockholder
on request and without charge.

     Section 2. TRANSFER OF SHARES. Shares of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in person or
by his duly authorized attorney or legal representative, upon surrender and
cancellation of 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.

     Section 3. STOCK LEDGERS. The stock ledgers of the Corporation, containing
the names and addresses of the stockholders and the number of shares held by
them respectively, shall be kept at the principal offices of the Corporation or,
if the Corporation employs a Transfer Agent, at the offices of the Transfer
Agent of the Corporation.

     Section 4. LOST DESTROYED OR MUTILATED CERTIFICATES. The holder of any
certificates representing shares of stock of the Corporation shall immediately
notify the Corporation of any loss, destruction or mutilation of such
certificate, and the Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it which the owner thereof shall
allege to have been lost or destroyed or which shall have been mutilated, and
the Board of Directors or the Executive Committee (if any) may, in its
discretion, require such owner or his legal representatives to give to the
Corporation a bond or other indemnity in such sum, limited or unlimited, and in
such form and with such surety or sureties, as the Board of Directors or the
Executive Committee in its absolute discretion shall determine, to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss or destruction of any such certificate, or issuance of a new
certificate. Anything herein to the contrary notwithstanding, the Board of
Directors or the Executive Committee, 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.


                                  ARTICLE VII

                                  FISCAL YEAR

     Unless otherwise determined by the Board of Directors, the fiscal year of
the Corporation shall end on the 31st day of December.




                                      -21-




                                  ARTICLE VIII

                                   CUSTODIANS

     Section 1. QUALIFICATIONS AND DUTIES. The Corporation shall have as
custodian or custodians (including any subcustodian) one or more trust companies
or banks of good standing which shall conform to the requirements of Section
17(f) of the 1940 Act and the rules promulgated thereunder. To the extent
required by the 1940 Act and the rules promulgated thereunder, the funds and
securities held by the Corporation shall be kept in the custody of one or more
such custodians (and any subcustodian), provided such custodian or custodians
(and any subcustodian) can be found ready and willing to act.

     Section 2. RESIGNATION, CHANGE OR INABILITY TO SERVE. The Corporation shall
upon the resignation, change or inability to serve of its custodian (and any
subcustodian):

          (a) in case of such resignation or inability to serve, use its best
efforts to obtain a successor custodian;

          (b) require that the cash and securities owned by the Corporation be
delivered directly to the successor custodian; and

          (c) in the event that no successor custodian can be found, submit to
the stockholders before permitting delivery of the cash and securities owned by
the Corporation otherwise than to a successor custodian, the question whether or
not this Corporation shall be liquidated or shall function without a custodian.


                                   ARTICLE IX

                            EXECUTION OF INSTRUMENTS

     Section 1. CHECKS, NOTES, DRAFTS, ETC. The Board of Directors may authorize
any officer or agent to enter into any contract or to execute and deliver any
instrument in the name of and on behalf of the Corporation and such authority
may be general or confined to specific instances. Any agreement, deed, mortgage,
lease or other document shall be valid and upon the Corporation when authorized
or ratified by action of the Board of Directors and executed by an authorized
person.

     Section 2. SALE OR TRANSFER OF SECURITIES. Stock certificates, bonds or
other securities at any time owned by the Corporation may be held on behalf of
the Corporation or sold, transferred or otherwise disposed of subject to any
limits imposed by these Bylaws and pursuant to authorization by the Board of
Directors and when so authorized to be held on behalf of the Corporation or
sold, transferred or otherwise disposed of, may be transferred from the name of
the Corporation by the signature of the President or a Vice President or the
Treasurer or pursuant to any procedure approved by the Board of Directors,
subject to applicable law.



                                      -22-



                                   ARTICLE X

                         INDEPENDENT PUBLIC ACCOUNTANTS

     The firm of independent public accountants which shall sign or certify the
financial statements of the Corporation which are filed with the Securities and
Exchange Commission shall be selected annually by the Board of Directors and
ratified by the stockholders in accordance with the provisions of the 1940 Act
and the rules and regulations thereunder. 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 XI

                                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 XII

                                   AMENDMENTS

     Section 1. GENERAL. Except as provided in Section 2 of this Article XII,
all Bylaws of the Corporation, whether adopted by the Board of Directors or the
stockholders, shall be subject to amendment, alteration or repeal, and new
Bylaws may be adopted, by the affirmative vote of a majority of either:

          (a) the holders of record of the outstanding shares of stock of the
Corporation entitled to vote, at any annual or special meeting, the notice or
waiver of notice of which shall have specified or summarized the proposed
amendment, alteration, repeal or new Bylaw; or

          (b) the directors, at any regular or special meeting for which the
notice or waiver of notice of which shall have specified or summarized the
proposed amendment, alteration, repeal or new Bylaw.

     Section 2. By Stockholders Only.

     No amendment of any section of these Bylaws shall be made except by the
stockholders of the Corporation, if the Bylaws provide that such section may not
be amended, altered or repealed except by the stockholders.

     From and after the issue of any shares of the capital stock of the
Corporation, no amendment of this Article XII shall be made except by the
stockholders of the Corporation.



                                      -23-




                          THE FRANCE GROWTH FUND, INC.


                            CERTIFICATE OF SECRETARY


     I, Steven M. Cancro, in my capacity as Secretary of The France Growth Fund,
Inc., a Maryland corporation (the "Corporation"), do hereby certify that
attached hereto is a true and complete copy of the Bylaws of the Corporation, as
amended and restated and in effect on the date hereof.

     IN WITNESS WHEREOF, I have executed this Certificate as of the     day of
May, 2002.


                                        THE FRANCE GROWTH FUND, INC.


                                        By: /s/ STEVEN M. CANCRO
                                            -----------------------------------
                                            Name:  Steven M. Cancro
                                            Title: Vice President and Secretary

EX-99.77Q1 OTHR EXHB

EXHIBIT 99.77Q3 TO FORM NSAR


Registrant Name: The France Growth Fund Inc.
File Number: 811 5994
Registrant CIK Number:  0000860743

Sub-Item 77Q3

(a)(i)  The registrant's principal executive officer
and principal financial officer have concluded that
the registrant's disclosure controls and procedures
(as defined in Rule 30a-2(c) under the Investment
Company Act of 1940, as amended) are effective based
on their evaluation of these controls and procedures
as of a date within 90 days of the filing date of
this document.

(a)(ii) There were no significant changes in the
registrant's internal controls or in other factors
that could significantly affect these controls
subsequent to the date of their evaluation,
including any corrective actions with regard to
significant deficiencies and material weaknesses.

(a)(iii)        Certifications:

CERTIFICATIONS

I, Pierre H.R. Daviron, certify that:

1. I have reviewed this report on Form NSAR of
The France Growth Fund Inc.;

2. Based on my knowledge, this report does not
contain any untrue statement of a material fact
or omit to state a material fact necessary
to make the statements made, in light of the
circumstances under which such statements were
made, not misleading with respect to the period
covered by this report;

3. Based on my knowledge, the financial
information included in this report, and the
financial statements on which the financial
information is based, fairly present in all
material respects the financial condition, results
of operations, changes in net assets, and cash
flows (if the financial statements are required to
include a statement of cash flows) of the registrant
as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I
are responsible for establishing and maintaining
disclosure controls and procedures (as defined in
rule 30a-2(c) under the Investment Company Act) for
the registrant and have:

a. designed such disclosure controls and procedures
to ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this report
is being prepared;

b. evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this report
(the "Evaluation Date"); and

c. presented in this report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I
have disclosed, based on our most recent evaluation,
to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons
performing the equivalent functions):

a. all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize, and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and

b. any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and

6. The registrant's other certifying officers and I
have indicated in this report whether or not there
were significant changes in internal controls or in
other factors that could significantly affect internal
controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.


Date:  February 28, 2003
/s/ Pierre H.R. Daviron
		Pierre H.R. Daviron
		President



CERTIFICATIONS

I, Paul H. Schubert, certify that:

1. I have reviewed this report on Form N-SAR of
The France Growth Fund Inc.;

2. Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made,
in light of the circumstances under which such statements
were made, not misleading with respect to the period
covered by this report;

3. Based on my knowledge, the financial information included
in this report, and the financial statements on which the
financial information is based, fairly present in all
material respects the financial condition, results of
operations, changes in net assets, and cash flows
(if the financial statements are required to include a
statement of cash flows) of the registrant as of, and for,
the periods presented in this report;

4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in rule 30a-2(c)
under the Investment Company Act) for the registrant
and have:

a. designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this report is
being prepared;

b. evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this report
(the "Evaluation Date"); and

c. presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing
the equivalent functions):

a. all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize,
and report financial data and have identified for the
registrant's auditors any material weaknesses in
internal controls; and

b. any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and

6. The registrant's other certifying officers and I
have indicated in this report whether or not there
were significant changes in internal controls or in
other factors that could significantly affect
internal controls subsequent to the date of our
most recent evaluation, including any corrective
actions with regard to significant deficiencies
and material weaknesses.


Date: February 28, 2003
/s/ Paul H. Schubert
		Paul H. Schubert
		Treasurer