AMENDED AND RESTATED BYLAWS

                                       OF

                     THE LATIN AMERICA INVESTMENT FUND, INC.



BYLAW-ONE:  NAME OF COMPANY, LOCATION OF OFFICES AND SEAL.

                  ARTICLE 1.1.  NAME.  The name of the Company is The Latin
America Investment Fund, Inc.

                  ARTICLE 1.2.  PRINCIPAL OFFICES.  The principal office of
the Company in the State of Maryland shall be located in Baltimore, Maryland.
The Company may, in addition, establish and maintain such other offices and
places of business within or outside the State of Maryland as the Board of
Directors may from time to time determine.

                  ARTICLE 1.3. SEAL. The corporate seal of the Company shall
be circular in form and shall bear the name of the Company, the year of its
incorporation and the words "Corporate Seal, 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 printed or
otherwise reproduced. Any Officer or Director of the Company shall have
authority to affix the corporate seal of the Company to any document
requiring the same.



BYLAW-TWO:  STOCKHOLDERS.

                  ARTICLE 2.1. PLACE OF MEETINGS. All meetings of the
Stockholders shall be held at such place within the United States, whether
within or outside the State of Maryland, as the Board of Directors shall
determine, which shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

                  ARTICLE 2.2. ANNUAL MEETING. Commencing in 1991, the annual
meeting of the Stockholders of the Company shall be held at such place as the
Board of Directors shall select on such date, during the 31-day period ending
four months after the end of the Company's fiscal year, as may be fixed by
the Board of Directors each year, at which time the Stockholders shall elect
Directors by a plurality of votes cast, and transact such other business as
may properly come before the meeting. Any business of the Company may be
transacted at the annual meeting without being specially designated in the
notice except as otherwise provided by statute, by the Articles of
Incorporation or by these Bylaws.

                  ARTICLE 2.3. SPECIAL MEETINGS. Special meetings of the
Stockholders for any purpose or purposes, unless otherwise prescribed by
statute or by the Articles of Incorporation, may be called by resolution of
the Board of Directors or by the President, and shall be called by the
Secretary at the request of a majority of the Board of Directors or at the
request, in writing, of Stockholders holding at least a majority of the votes
entitled to be cast at the meeting upon payment by such

                                      -2-



Stockholders to the Company of the reasonably estimated cost of preparing and
mailing a notice of the meeting (which estimated cost shall be provided to
such Stockholders by the Secretary of the Company). A written request shall
state the purpose or purposes of the proposed meeting and the matters
proposed to be acted upon at it. At any special meeting of the Stockholders,
only such business shall be conducted as shall be properly brought before the
meeting and has been indicated in the notice of meeting given in accordance
with Article 2.4 of these Bylaws. The chairman of the special meeting shall,
if the facts warrant, determine and declare to the meeting that business was
not properly brought before the meeting or is not a proper subject for the
meeting; any such business shall not be considered or transacted.

                  ARTICLE 2.4. NOTICE. Written notice of every meeting of
Stockholders, stating the purpose or purposes for which the meeting is
called, the time when and the place where it is to be held, shall be served,
either personally or by mail, not less than ten nor more than ninety days
before the meeting, upon each Stockholder as of the record date fixed for the
meeting who is entitled notice of or to vote at such meeting. If mailed (i)
such notice shall be directed to a Stockholder at his address as it shall
appear on the books of the Company (unless he shall have filed with the
Transfer Agent of the Company a written request that notices intended for him
be mailed to some other address, in which case it shall be mailed to the
address designated in such request) and (ii) such notice shall be deemed to
have been given

                                      -3-



as of the date when it is deposited in the United States mail with
first-class postage thereon prepaid.

                  ARTICLE 2.5. NOTICE OF STOCKHOLDER BUSINESS AT ANNUAL
MEETINGS. (a) At any annual meeting of the Stockholders, only such business
shall be conducted as shall have been properly brought before the meeting. To
be properly brought before an annual meeting, the business must (i) be
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (ii) otherwise be properly brought
before the meeting by or at the direction of the Board of Directors, or (iii)
otherwise (x) be properly brought before the meeting by a Stockholder who is
entitled to vote at the meeting, who complies with the notice procedures set
forth in this Article 2.5 and who is a Stockholder of record at the time such
notice is delivered to the Secretary of the Company, and (y) constitute a
proper subject to be brought before the meeting.

                                      -4-



                  (b) For business to be properly brought before an annual
meeting by a Stockholder, the Stockholder must have given timely notice
thereof in writing to the Secretary of the Company. To be timely, such notice
must be delivered to or mailed and received at the principal executive
offices of the Company not later than 45 days before the date in the then
current year corresponding to the date on which the Company first mailed its
notice and proxy materials for the annual meeting held in the prior year;
PROVIDED, HOWEVER, that in the event that the date of the annual meeting is
advanced or delayed by more than 30 days from the first anniversary of the
preceding year's annual meeting, notice by such Stockholder to be timely must
be so received not later than the close of business on the 10th day following
the day on which notice or public announcement of the date of such meeting
was given or made. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of
a Stockholder's notice as described above.

                  (c) Any such notice by a Stockholder shall set forth as to
each matter the Stockholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting,
(ii) the name and address, as they appear on the Company's books, of the
Stockholder proposing such business, (iii) the class and number of shares of
the capital stock of the Company which are beneficially owned by the
Stockholder, (iv) a representation that

                                      -5-



the Stockholder is a holder of record of shares of the Company entitled to
vote at such meeting and intends to appear in person or by proxy at the
meeting to present such business, (v) whether the Stockholder intends or is
part of a group which intends to solicit proxies from other Stockholders in
support of such business, and (vi) any material interest of the Stockholder
in such business.

                  (d) Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Article 2.5. The chairman of
the annual meeting shall, if the facts warrant, determine and declare to the
meeting that (i) the business proposed to be brought before the meeting is
not a proper subject thereof and/or (ii) such business was not properly
brought before the meeting in accordance with the provisions of this Article
2.5, and, if he should so determine, he shall so declare to the meeting that
any such business shall not be considered or transacted.

                  (e) For purpose of Articles 2.5 and 3.3 of these Bylaws,
"public announcement" shall mean disclosure in a press release reported by
the Dow Jones News Service, Bloomberg or comparable news service or in a
document publicly filed by the Company with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 or the Investment
Company Act of 1940, as amended.

                  ARTICLE 2.6. QUORUM. The holders of a majority of the stock
issued and outstanding and entitled to vote, present in

                                      -6-



person or represented by proxy, shall be requisite and shall constitute a
quorum at all meetings of the Stockholders for the transaction of business
except as otherwise provided by statute, by the Articles of Incorporation or
by these Bylaws. If a quorum shall not be present or represented, the
Stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, to a date not more than 120
days after the original record date, until a quorum shall be present or
represented. At such adjourned meeting, at which a quorum shall be present or
represented, any business which might have been transacted at the original
meeting may be transacted.

                  ARTICLE 2.7. VOTE OF THE MEETING. When a quorum is present
or represented at any meeting, the vote of the holders of a majority of the
votes cast shall decide any question brought before such meeting (except with
respect to election of directors which shall be by a plurality of votes
cast), unless the question is one upon which, by express provisions of
applicable statutes, of the Articles of Incorporation or of these Bylaws, a
different vote is required, in which case such express provisions shall
govern and control the decision of such question.

                  ARTICLE 2.8. VOTING RIGHTS OF STOCKHOLDERS. Each
Stockholder of record having the right to vote shall be entitled at every
meeting of the Stockholders of the Company to one vote for each share of
stock having voting power standing in the name of such Stockholder on the
books of the Company on the record

                                      -7-



date fixed in accordance with Article 6.5 of these Bylaws, with pro rata
voting rights for any fractional shares, and such votes may be cast either in
person or by written proxy.

                  ARTICLE 2.9. ORGANIZATION. At every meeting of the
Stockholders, the Chairman of the Board, or in his absence or inability to
act, the President or a Vice President of the Company, shall act as chairman
of the meeting. The Secretary, or in his absence or inability to act, a
person appointed by the chairman of the meeting, shall act as secretary of
the meeting and keep the minutes of the meeting.

                  The Board of Directors of the Company shall be entitled to
make such rules or regulations for the conduct of meetings of Stockholders as
it shall deem necessary or appropriate. Subject to such rules and regulations
of the Board of Directors, if any, the chairman of the meeting shall have the
right and authority to prescribe such rules, regulations and procedures and
to do all such acts as, in the judgment of such chairman, are necessary or
appropriate for the proper conduct of the meeting, including, without
limitation, establishing an order of business for the meeting, rules and
procedures for maintaining order at the meeting and the safety of those
present, limitations on participation in such meeting to Stockholders of
record of the Company and their duly authorized and constituted proxies, and
such other persons as the chairman shall permit, limitations on the time
allotted to questions or comments by participants and regulation of the
opening and closing of the polls for balloting and matters which are to be
voted on by ballot.

                                      -8-



                  ARTICLE 2.10. PROXIES. Every proxy must be executed in
writing by the Stockholder or by his duly authorized attorney-in-fact. No
proxy shall be valid after the expiration of eleven months from the date of
its execution unless it shall have specified therein its duration. Every
proxy shall be revocable at the pleasure of the person executing it or of his
personal representatives or assigns. Proxies shall be delivered prior to the
meeting to the Secretary of the Company or to the person acting as Secretary
of the meeting before being voted. A proxy with respect to stock held in the
name of two or more persons shall be valid if executed by one of them unless,
at or prior to exercise of such proxy, the Company receives a specific
written notice to the contrary from any one of them. A proxy purporting to be
executed by or on behalf of a Stockholder shall be deemed valid unless
challenged at or prior to its exercise.

                  ARTICLE 2.11. STOCK LEDGER AND LIST OF STOCKHOLDERS. It
shall be the duty of the Secretary or Assistant Secretary of the Company to
cause an original or duplicate stock ledger to be maintained at the office of
the Company's Transfer Agent.

                  ARTICLE 2.12. ACTION WITHOUT MEETING. Any action to be
taken by Stockholders may be taken without a meeting if (1) all Stockholders
entitled to vote on the matter consent to the action in writing, (2) all
Stockholders entitled to notice of the meeting but not entitled to vote at it
sign a written waiver of any right to dissent and (3) said consents and
waivers are filed with the records of the meetings of Stockholders. Such
consent shall be treated for all purposes as a vote at a meeting.

                                      -9-



BYLAW-THREE:  BOARD OF DIRECTORS.

                  ARTICLE 3.1. GENERAL POWERS. Except as otherwise provided
in the Articles of Incorporation, the business and affairs of the Company
shall be managed under the direction of the Board of Directors. All powers of
the Company may be exercised by or under authority of the Board of Directors
except as conferred on or reserved to the Stockholders by law, by the
Articles of Incorporation or by these Bylaws.

                  ARTICLE 3.2. BOARD OF THREE TO NINE DIRECTORS. The Board of
Directors shall consist of not less than three (3) nor more than nine (9)
Directors; PROVIDED that if there are less than three stockholders, the
number of Directors may be less than three but not less than the number of
stockholders or one, if less. Directors need not be Stockholders. The
majority of the entire Board of Directors shall have power from time to time
to increase or decrease the number of Directors. If the number of Directors
is increased, the additional Directors may be elected by a majority of the
Directors in office at the time of the increase. If such additional Directors
are not so elected by the Directors in office at the time they increase the
number of places on the Board, or if the additional Directors are elected by
the existing Directors prior to the first meeting of the Stockholders of the
Company, then in either of such events the additional Directors shall be
elected or reelected by the Stockholders at their next annual meeting or at
an earlier special meeting called for that purpose.

                                      -10-



                  Beginning with the first annual meeting of Stockholders
held after the initial public offering of the shares of the Company (the
"initial annual meeting"), the Board of Directors shall be divided into three
classes: Class I, Class II and Class III. The terms of office of the classes
of Directors elected at the initial annual meeting shall expire at the times
of the annual meetings of the Stockholders as follows: Class I on the next
annual meeting, Class II on the second next annual meeting and Class III on
the third next annual meeting, or thereafter in each case when their
respective successors are elected and qualified. At each subsequent annual
election, the Directors chosen to succeed those whose terms are expiring
shall be identified as being of the same class as the Directors whom they
succeed, and shall be elected for a term expiring at the time of the third
succeeding annual meeting of Stockholders, or thereafter in each case when
their respective successors are elected and qualified. The number of
directorships shall be apportioned among the classes so as to maintain the
classes as nearly equal in number as possible.

                  ARTICLE 3.3.  DIRECTOR NOMINATIONS.

                  (a) Only persons who are nominated in accordance with the
procedures set forth in this Article 3.3 shall be eligible for election or
re-election as Directors. Nominations of persons for election or re-election
to the Board of Directors of the Company may be made at an annual meeting of
Stockholders or at a special meeting of Stockholders as to which the
Company's notice of the meeting provides for election of directors, by or at
the

                                      -11-



direction of the Board of Directors or by any Stockholder of the Company who
is entitled to vote for the election of such nominee at the meeting, who
complies with the notice procedures set forth in this Article 3.3 and who is
a Stockholder of record at the time such notice is delivered to the Secretary
of the Company.

                  (b) Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice
delivered in writing to the Secretary of the Company. To be timely, (i) any
notice of nomination(s) by a Stockholder given in connection with an annual
meeting must be delivered to or mailed and received at the principal
executive offices of the Company not later than 45 days before the date in
the then current year corresponding to the date on which the Company first
mailed its notice and proxy materials for the annual meeting held in the
prior year; PROVIDED, HOWEVER, that in the event that the date of the annual
meeting is advanced or delayed by more than 30 days from the first
anniversary of the preceding year's annual meeting, notice by such
Stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which notice or public
announcement of the date of such meeting was given or made, and (ii) any
notice of nomination(s) given in connection with a special meeting as to
which the Company's notice of the meeting provides for election of directors
must be delivered to or mailed and received at the principal executive
offices of the Company not later than 60 days prior to the date of the
meeting; provided, however, that if less than 70 days' notice or prior

                                      -12-



public disclosure of the date of such special meeting is given or made to
Stockholders, any such notice by a Stockholder to be timely must be so
received not later than the close of business on the 10th day following the
day on which notice of the date of such special meeting was given or such
public disclosure was made. In no event shall the public announcement of an
adjournment of a meeting commence a new time period for the giving of a
Stockholder's notice of nomination(s) as described above.

                  (c) Any such notice by a Stockholder shall set forth (i) as
to each person whom the Stockholder proposes to nominate for election or
re-election as a Director, (A) the name, age, business address and residence
address of such person, (B) the principal occupation or employment of such
person, (C) the class and number of shares of the capital stock of the
Company which are beneficially owned by such person and (D) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for the election of Directors pursuant to Regulation
14A under the Securities Exchange Act of 1934 or any successor regulation
thereto (including without limitation such person's written consent to being
named in the proxy statement as a nominee and to serving as a Director if
elected and whether any person intends to seek reimbursement from the Company
of the expenses of any solicitation of proxies should such person be elected
a Director of the Company); and (ii) as to the Stockholder giving the notice
(A) the name and address, as they appear on the Company's books,

                                      -13-



of such Stockholder, (B) the class and number of shares of the capital stock
of the Company which are beneficially owned by such Stockholder, (C) a
representation that the Stockholder is a holder of record of shares of the
Company entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to present such nomination(s) and (D) whether the
Stockholder intends or is part of a group which intends to solicit proxies
from other Stockholders in support of such nomination(s). At the request of
the Board of Directors any person nominated by the Board of Directors for
election as a Director shall furnish to the Secretary of the Company that
information required to be set forth in a Stockholder's notice of nomination
which pertains to the nominee.

                  (d) If a notice by a Stockholder is required to be given
pursuant to this Article 3.3, no person shall be entitled to receive
reimbursement from the Company of the expenses of a solicitation of proxies
for the election as a Director of a person named in such notice unless such
notice states that such reimbursement will be sought from the Company and the
Board of Directors approves such reimbursement. The chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by the
Bylaws, and, if he should so determine, he shall so declare to the meeting
and the defective nomination shall be disregarded for all purposes.

                  ARTICLE 3.4. VACANCIES. Subject to the provisions of the
Investment Company Act of 1940, as amended, if the office of

                                      -14-



any Director or Directors becomes vacant for any reason (other than an
increase in the number of Directors as provided for in Article 3.2), the
Directors in office, although less than a quorum, shall continue to act and
may choose a successor or successors, who shall hold office until the next
annual meeting of Stockholders and until his successor is elected and
qualifies, or any vacancy may be filled by the Stockholders at any meeting
thereof.

                  ARTICLE 3.5. REMOVAL. At any meeting of Stockholders duly
called and at which a quorum is present, the Stockholders may, by the
affirmative vote of the holders of at least three-fourths of the votes
entitled to be cast thereon, remove any Director or Directors from office,
with or without cause, and may elect a successor or successors to fill any
resulting vacancies for the unexpired term of the removed Director.

                  ARTICLE 3.6. RESIGNATION. A Director may resign at any time
by giving written notice of his resignation to the Board of Directors or the
Chairman of the Board or the Secretary of the Company. Any resignation shall
take effect at the time specified in it or, should the time when it is to
become effective not be specified in it, immediately upon its receipt.
Acceptance of a resignation shall not be necessary to make it effective
unless the resignation states otherwise.

                  ARTICLE 3.7. PLACE OF MEETINGS. The Directors may hold
their meetings at the principal office of the Company or at such other
places, either within or outside the State of Maryland, as they may from time
to time determine.

                                      -15-



                  ARTICLE 3.8.  REGULAR MEETINGS.  Regular meetings of the
Board may be held at such date and time as shall from time to time be
determined by the Board.

                  ARTICLE 3.9. SPECIAL MEETINGS. Special meetings of the
Board may be called by order of the Chairman of the Board on one day's notice
given to each Director either in person or by mail, telephone, telegram,
cable or wireless to each Director at his residence or regular place of
business. Special meetings will be called by the Chairman of the Board or the
Secretary in a like manner on the written request of a majority of the
Directors.

                  ARTICLE 3.10. QUORUM. At all meetings of the Board, the
presence of one-third of the entire Board of Directors (but not less than two
Directors unless the Board of Directors shall consist of only one Director in
which event that one Director shall constitute a quorum) shall be necessary
to constitute a quorum and sufficient for the transaction of business, and
any act of a majority present at a meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be specifically provided
by statute, by the Articles of Incorporation or by these Bylaws. If a quorum
shall not be present at any meeting of Directors, the Directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

                  ARTICLE 3.11. ORGANIZATION. The Board of Directors shall
designate one of its members to serve as Chairman of the

                                      -16-



Board. The Chairman of the Board shall preside at each meeting of the Board.
In the absence or inability of the Chairman of the Board to act, another
Director chosen by a majority of the Directors present shall act as chairman
of the meeting and preside at the meeting. The Secretary (or, in his absence
or inability to act, any person appointed by the chairman) shall act as
secretary of the meeting and keep the minutes of the meeting.

                  ARTICLE 3.12. INFORMAL ACTION BY DIRECTORS AND COMMITTEES.
Any action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may, except as otherwise required by
statute, be taken without a meeting if a written consent to such action is
signed by all members of the Board, or of such committee, as the case may be,
and filed with the minutes of the proceedings of the Board or committee.
Subject to the Investment Company Act of 1940, as amended, members of the
Board of Directors or a committee thereof may participate in a meeting by
means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.

                  ARTICLE 3.13. EXECUTIVE COMMITTEE. There may be an
Executive Committee of two or more Directors appointed by the Board who may
meet at stated times or on notice to all by any of their own number. The
Executive Committee shall consult with and advise the Officers of the Company
in the management of its business and exercise such powers of the Board of
Directors as may be lawfully delegated by the Board of Directors. Vacancies
shall be filled by the Board of Directors at any regular or

                                      -17-



special meeting. The Executive Committee shall keep regular minutes of its
proceedings and report the same to the Board when required.

                  ARTICLE 3.14. AUDIT COMMITTEE. There shall be an Audit
Committee of two or more Directors who are not "interested persons" of the
Company (as defined in the Investment Company Act of 1940, as amended)
appointed by the Board who may meet at stated times or on notice to all by
any of their own number. The Committee's duties shall include reviewing both
the audit and other work of the Company's independent accountants,
recommending to the Board of Directors the independent accountants to be
retained, and reviewing generally the maintenance and safekeeping of the
Company's records and documents.

                  ARTICLE 3.15. OTHER COMMITTEES. The Board of Directors may
appoint other committees composed of one or more members which shall in each
case consist of such number of members and shall have and may exercise, to
the extent permitted by law, such powers as the Board may determine in the
resolution appointing them. A majority of all 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, to the extent permitted by
law, to change the powers of any such committee, to fill vacancies and to
discharge any such committee.

                  ARTICLE 3.16. COMPENSATION OF DIRECTORS. The Board may, by
resolution, determine what compensation and reimbursement

                                      -18-



of expenses of attendance at meetings, if any, shall be paid to Directors in
connection with their service on the Board. Nothing herein contained shall be
construed to preclude any Director from serving the Company in any other
capacity or from receiving compensation therefor.

BYLAW-FOUR:  OFFICERS.

                  ARTICLE 4.1. OFFICERS. The Officers of the Company shall be
fixed by the Board of Directors and shall include a President, Vice
President, Secretary and Treasurer. Any two offices may be held by the same
person except the offices of President and Vice President. A person who holds
more than one office in the Company may not act in more than one capacity to
execute, acknowledge or verify an instrument required by law to be executed,
acknowledged or verified by more than one officer.

                  ARTICLE 4.2.  APPOINTMENT OF OFFICERS.  The Directors shall
appoint the Officers, who need not be members of the Board.

                  ARTICLE 4.3. ADDITIONAL OFFICERS. The Board may appoint
such other Officers and agents as it shall deem necessary who shall exercise
such powers and perform such duties as shall be determined from time to time
by the Board.

                  ARTICLE 4.4.  SALARIES OF OFFICERS.  The salaries of all
Officers of the Company shall be fixed by the Board of Directors.

                  ARTICLE 4.5. TERM, REMOVAL, VACANCIES. The Officers of the
Company shall serve at the pleasure of the Board of Directors and hold office
for one year and until their successors are chosen and qualify in their
stead. Any Officer elected or

                                      -19-



appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Directors. If the office of any Officer
becomes vacant for any reason, the vacancy shall be filled by the Board of
Directors.

                  ARTICLE 4.6. PRESIDENT. The President shall be the chief
executive officer of the Company, shall, subject to the supervision of the
Board of Directors, have general responsibility for the management of the
business of the Company and shall see that all orders and resolutions of the
Board are carried into effect.

                  ARTICLE 4.7. VICE PRESIDENT. Any Vice President shall, in
the absence or disability of the President, perform the duties and exercise
the powers of the President and shall perform such other duties as the Board
of Directors shall prescribe.

                  ARTICLE 4.8. TREASURER. The Treasurer shall have the
custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Company and shall deposit all moneys and other valuable effects in the name
and to the credit of the Company in such depositories as may be designated by
the Board of Directors. He shall disburse the funds of the Company as may be
ordered by the Board, taking proper vouchers for such disbursements, and
shall render to the Chairman of the Board and Directors at the regular
meetings of the Board, or whenever they may require it, an account of the
financial condition of the Company.

                  Any Assistant Treasurer may perform such duties of the
Treasurer as the Treasurer or the Board of Directors may assign,

                                      -20-



and, in the absence of the Treasurer, may perform all the duties of the
Treasurer.

                  ARTICLE 4.9. SECRETARY. The Secretary shall attend meetings
of the Board and meetings of the Stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose, and shall
perform like duties for the Executive Committee of the Board when required.
He shall give or cause to be given notice of all meetings of Stockholders and
special meetings of the Board of Directors and shall perform such other
duties as may be prescribed by the Board of Directors. He shall keep in safe
custody the seal of the Company and affix it to any instrument when
authorized by the Board of Directors.

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

                  ARTICLE 4.10. SUBORDINATE OFFICERS. The Board of Directors
from time to time may appoint such other officers or agents as it may deem
advisable, each of whom shall serve at the pleasure of the Board of Directors
and have such title, hold office for such period, have such authority and
perform such duties as the Board of Directors may determine. The Board of
Directors from time to time may delegate to one or more officers or agents
the power to appoint any such subordinate officers or agents and to prescribe
their respective rights, terms of office, authorities and duties.

                                      -21-



                  ARTICLE 4.11. SURETY BONDS. The Board of Directors may
require any officer or agent of the Company to execute a bond (including,
without limitation, any bond required by the Investment Company Act of 1940,
as amended, and the rules and regulations of the Securities and Exchange
Commission) to the Company 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 Company, including responsibility for
negligence and for the accounting of any of the Company's property, funds or
securities that may come into his hands.

BYLAW-FIVE:  GENERAL PROVISIONS.

                  ARTICLE 5.1. WAIVER OF NOTICE. Whenever the Stockholders or
the Board of Directors are authorized by statute, the provisions of the
Articles of Incorporation or these Bylaws to take any action at any meeting
after notice, such notice may be waived, in writing, before or after the
holding of the meeting, by the person or persons entitled to such notice, or,
in the case of a Stockholder, by his duly authorized attorney-in-fact. Such
notice is also waived if the person entitled to the notice is present at the
meeting in person, or, in the case of a stockholder, by proxy.

                  ARTICLE 5.2.  INDEMNITY.

                  (a) The Company shall indemnify its directors to the
fullest extent that indemnification of directors is permitted by the Maryland
General Corporation Law. The Company shall indemnify its officers to the same
extent as its directors and to

                                      -22-



such further extent as is consistent with law. The Company shall indemnify
its directors and officers who, while serving as directors or officers, also
serve at the request of the Company as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan to the fullest
extent consistent with law. The indemnification and other rights provided by
this Article shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person. This Article shall not protect any such
person against any liability to the Company or any Stockholder thereof to
which such person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office ("disabling conduct").

                  (b) Any current or former director or officer of the
Company seeking indemnification within the scope of this Article shall be
entitled to advances from the Company for payment of the reasonable expenses
incurred by him in connection with the matter as to which he is seeking
indemnification in the manner and to the fullest extent permissible under the
Maryland General Corporation Law. The person seeking indemnification shall
provide to the Company a written affirmation of his good faith belief that
the standard of conduct necessary for indemnification by the Company has been
met and a written undertaking to repay any such advance if it should
ultimately be determined that the

                                      -23-



standard of conduct has not been met. In addition, at least one of the
following conditions shall be met: (i) the person seeking indemnification
shall provide security in form and amount acceptable to the Company for his
undertaking; (ii) the Company is insured against losses arising by reason of
the advance; or (iii) a majority of a quorum of directors of the Company who
are neither "interested persons" as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended, nor parties to the proceeding
("disinterested non-party directors"), or independent legal counsel, in a
written opinion, shall have determined, based on a review of facts readily
available to the Company at the time the advance is proposed to be made, that
there is reason to believe that the person seeking indemnification will
ultimately be found to be entitled to indemnification.

                  (c) At the request of any person claiming indemnification
under this Article, the Board of Directors shall determine, or cause to be
determined, in a manner consistent with the Maryland General Corporation Law,
whether the standards required by this Article have been met. Indemnification
shall be made only following: (i) a final decision on the merits by a court
or other body before whom the proceeding was brought that the person to be
indemnified was not liable by reason of disabling conduct or (ii) in the
absence of such a decision, a reasonable determination, based upon a review
of the facts, that the person to be indemnified was not liable by reason of
disabling conduct by (a) the vote of a majority of a quorum of

                                      -24-



disinterested non-party directors or (b) an independent legal counsel in a
written opinion.

                  (d) Employees and agents who are not officers or directors
of the Company may be indemnified, and reasonable expenses may be advanced to
such employees or agents, as may be provided by action of the Board of
Directors or by contract, subject to any limitations imposed by the
Investment Company Act of 1940.

                  (e) The Board of Directors may make further provision
consistent with law for indemnification and advance of expenses to directors,
officers, employees and agents by resolution, agreement or otherwise. The
indemnification provided by this Article shall not be deemed exclusive of any
other right, with respect to indemnification or otherwise, to which those
seeking indemnification may be entitled under any insurance or other
agreement or resolution of stockholders or disinterested directors or
otherwise.

                  (f) References in this Article are to the Maryland General
Corporation Law and to the Investment Company Act of 1940, as from time to
time amended. No amendment of these Bylaws shall affect any right of any
person under this Article based on any event, omission or proceeding prior to
the amendment.

                  ARTICLE 5.3. INSURANCE. The Company may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company or who, while a director, officer, employee
or agent of the Company, is or was serving at the request of the Company as a
director, officer,

                                      -25-



partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, other enterprise or employee
benefit plan, against any liability asserted against and incurred by such
person in any such capacity or arising out of such person's position;
PROVIDED that no insurance may be purchased by the Company on behalf of any
person against any liability to the Company or to its Stockholders to which
he 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.

                  ARTICLE 5.4. CHECKS. All checks or demands for money and
notes of the Company shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.

                  ARTICLE 5.5.  FISCAL YEAR.  The fiscal year of the Company
shall be determined by resolution of the Board of Directors.

BYLAW-SIX:  CERTIFICATES OF STOCK.

                  ARTICLE 6.1. CERTIFICATES OF STOCK. The interest of each
Stockholder of the Company shall be evidenced by certificates for shares of
stock in such form as the Board of Directors may from time to time prescribe.
The certificates shall be numbered and entered in the books of the Company as
they are issued. They shall exhibit the holder's name and the number of whole
shares and no certificate shall be valid unless it has been signed by the
President, a Vice President or the Chairman of the Board of Directors and the
Treasurer or an Assistant

                                      -26-



Treasurer or the Secretary or an Assistant Secretary and bears the corporate
seal. Any or all of the signatures or the seal on the certificate may be a
facsimile, engraved or printed. In case any of the officers of the Company
whose manual or facsimile signature appears on any stock certificate
delivered to a Transfer Agent of the Company shall cease to be such Officer
prior to the issuance of such certificate, the Transfer Agent may
nevertheless countersign and deliver such certificate as though the person
signing the same or whose facsimile signature appears thereon had not ceased
to be such officer, unless written instructions of the Company to the
contrary are delivered to the Transfer Agent.

                  ARTICLE 6.2. LOST, STOLEN OR DESTROYED CERTIFICATES. The
Board of Directors, or the President together with the Treasurer or
Secretary, may direct a new certificate to be issued in place of any
certificate theretofore issued by the Company, alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed, or
by his legal representative. When authorizing such issue of a new
certificate, the Board of Directors, or the President and Treasurer or
Secretary, may, in its or their discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to advertise the same in such
manner as it or they shall require and/or give the Company a bond in such sum
and with such surety or sureties as it or they may direct as

                                      -27-



indemnity against any claim that may be made against the Company with respect
to the certificate alleged to have been lost, stolen or destroyed for such
newly issued certificate.

                  ARTICLE 6.3. TRANSFER OF STOCK. Shares of the Company shall
be transferable on the books of the Company by the holder thereof in person
or by his duly authorized attorney or legal representative upon surrender and
cancellation of a certificate or certificates for the same number of shares
of the same class, duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, with such proof of the
authenticity of the signature as the Company or its agents may reasonably
require. The shares of stock of the Company may be freely transferred, and
the Board of Directors may, from time to time, adopt rules and regulations
with reference to the method of transfer of the shares of stock of the
Company.

                  ARTICLE 6.4. REGISTERED HOLDER. The Company shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by statute.

                  ARTICLE 6.5. RECORD DATE. The Board of Directors may fix a
time not less than 10 nor more than 90 days prior to the date of any meeting
of Stockholders or prior to the last day on which the consent or dissent of
Stockholders may be effectively expressed for any purpose without a meeting,
as the time as of

                                      -28-



which Stockholders entitled to notice of, and to vote at, such a meeting or
whose consent or dissent is required or may be expressed for any purpose, as
the case may be, shall be determined; and all such persons who were holders
of record of voting stock at such time, and no other, shall be entitled to
notice of, and to vote at, such meeting or to express their consent or
dissent, as the case may be. If no record date has been fixed, the record
date for the determination of Stockholders entitled to notice of, or to vote
at, a meeting of Stockholders shall be the later of the close of business on
the day on which notice of the meeting is mailed or the thirtieth day before
the meeting, or, if notice is waived by all Stockholders, at the close of
business on the tenth day next preceding the day on which the meeting is
held. The Board of Directors may also fix a time not exceeding 90 days
preceding the date fixed for the payment of any dividend or the making of any
distribution, or for the delivery of evidences of rights, or evidences of
interests arising out of any change, conversion or exchange of capital stock,
as a record time for the determination of the Stockholder entitled to receive
any such dividend, distribution, rights or interests.

                  ARTICLE 6.6. STOCK LEDGERS. The stock ledgers of the
Company, 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 Company or at the offices of the Transfer Agent of the Company
or at such other location as may be authorized by the Board of Directors from
time to time.

                                      -29-



                  ARTICLE 6.7. TRANSFER AGENTS AND REGISTRARS. The Board of
Directors may from time to time appoint or remove Transfer Agents and/or
Registrars of transfers (if any) of shares of stock of the Company, and it
may appoint the same person as both Transfer Agent and Registrar. Upon any
such appointment being made, all certificates representing shares of capital
stock thereafter issued shall be countersigned by one of such Transfer Agents
or by one of such Registrars of transfers (if any), or by both if such
Transfer Agents or Registrars are not the same person, and shall not be valid
unless the certificates are so countersigned. If the same person shall be
both Transfer Agent and Registrar, only one countersignature by such person
shall be required.

BYLAW-SEVEN:  AMENDMENTS.

                  ARTICLE 7.1. GENERAL. The Board of Directors, by
affirmative vote of a majority thereof, shall have the exclusive right to
make, amend, alter and repeal the Bylaws of the Company, at any regular or
special meeting, the notice or waiver of notice of which shall have specified
or summarized the proposed amendment, alteration, repeal or new Bylaw, except
as otherwise required by the Investment Company Act of 1940, as amended.

BYLAW-EIGHT:  SPECIAL PROVISIONS.

                  ARTICLE 8.1. ACTIONS RELATING TO DISCOUNT IN PRICE OF THE
COMPANY'S SHARES. In the event that at any time following the initial public
offering of shares of the Company's Common Stock such shares publicly trade
for a substantial period of time at a substantial discount from the Company's
then current net

                                      -30-



asset value per share, the Board of Directors shall consider, at its next
regularly scheduled meeting, taking various actions designed to eliminate the
discount. The actions considered by the Board of Directors may include
periodic repurchases by the Company of its shares of Common Stock or an
amendment to the Company's Articles of Incorporation to make the Company's
Common Stock a "redeemable security" (as such term is defined in the
Investment Company Act of 1940), subject in all events to compliance with all
applicable provisions of the Company's Articles of Incorporation, these
Bylaws, the Maryland General Corporation Law and the Investment Company Act
of 1940.

Dated:  November 9, 1999

                                      -31-