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<SEC-DOCUMENT>0001169232-04-004665.txt : 20040826
<SEC-HEADER>0001169232-04-004665.hdr.sgml : 20040826
<ACCEPTANCE-DATETIME>20040826125111
ACCESSION NUMBER:		0001169232-04-004665
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040630
FILED AS OF DATE:		20040826
DATE AS OF CHANGE:		20040826
EFFECTIVENESS DATE:		20040826

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DNP SELECT INCOME FUND INC
		CENTRAL INDEX KEY:			0000806628
		IRS NUMBER:				363480989
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04915
		FILM NUMBER:		04998148

	BUSINESS ADDRESS:	
		STREET 1:		PO BOX 32760
		CITY:			LOUISVILLE
		STATE:			KY
		ZIP:			40232
		BUSINESS PHONE:		3123685510

	MAIL ADDRESS:	
		STREET 1:		PO BOX 32760
		CITY:			LOUISVILLE
		STATE:			KY
		ZIP:			40232

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DUFF & PHELPS SELECTED UTILITIES INC
		DATE OF NAME CHANGE:	19910429
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SIGNATURE   DIANNA WENGLER
TITLE       ASST. SECRETARY


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<DOCUMENT>
<TYPE>EX-99.77Q1
<SEQUENCE>2
<FILENAME>d60524_ex99-77q1.txt
<DESCRIPTION>BYLAWS
<TEXT>

                                                                 EXHIBIT 99.77Q1

                           DNP SELECT INCOME FUND INC.

                                     BYLAWS
                   (as amended and restated on July 29, 2004)

                                   ARTICLE I.

                                  STOCKHOLDERS

      SECTION 1.01. Annual Meeting. The Fund shall hold an annual meeting of its
stockholders to elect directors and transact any other business within its
powers, either at 9:00 a.m. on the second Tuesday of May in each year if not a
legal holiday, or at such other time on such other day in the month of May as
shall be set by the Board of Directors. Except as the Charter, these Bylaws or
statute provides otherwise, any business may be considered at an annual meeting
without the purpose of the meeting having been specified in the notice. Failure
to hold an annual meeting does not invalidate the Fund's existence or affect any
otherwise valid corporate acts.

      SECTION 1.02. Special Meeting. At any time in the interval between annual
meetings, a special meeting of the stockholders may be called by the Chairman or
the President or by a majority of the Board of Directors by vote at a meeting or
in writing (addressed to the Secretary of the Fund) with or without a meeting.
Subject to the procedures set forth in Section 1.11 and this Section, special
meetings of the stockholders shall be called by the Secretary at the request of
stockholders only on the written request of stockholders entitled to cast at
least 25 percent of all the votes entitled to be cast at the meeting. A request
for a special meeting shall state the purpose of the meeting and the matters
proposed to be acted on at it. The Secretary shall inform the stockholders who
make the request of the reasonably estimated cost of preparing and mailing a
notice of the meeting and, on payment of these costs to the Fund, notify each
stockholder entitled to notice of the meeting. The Board of Directors shall have
sole power to fix the date and time of the special meeting. Unless requested by
stockholders entitled to cast a majority of all the votes entitled to be cast at
the meeting, a special meeting need not be called to consider any matter which
is substantially the same as a matter voted on at any special meeting of
stockholders held during the preceding 12 months.

      SECTION 1.03. Place of Meetings. Meetings of stockholders shall be held at
such place as is set from time to time by the Board of Directors.

      SECTION 1.04. Notice of Meetings; Waiver of Notice. Not less than ten nor
more than 90 days before each stockholders' meeting, the Secretary shall give
notice in writing or by electronic transmission of the meeting to each
stockholder entitled to vote at the meeting and each other stockholder entitled
to notice of the meeting. Any notice given by the Fund to a stockholder is
effective if given by a single notice, in writing or by electronic transmission,
to all stockholders who share an address if the Fund gives notice, in writing or
by electronic transmission, to the stockholder of its intent to give a single
notice and the stockholder consents to receiving a single notice or fails to
object in writing within 60 days after the Fund gives notice


<PAGE>

to the stockholder of its intent to give a single notice. A stockholder may
revoke consent given, whether affirmative or implied, by written notice to the
Fund. The notice shall state the time of the meeting, the place of the meeting
and, if the meeting is a special meeting or notice of the purpose is required by
statute, the purpose of the meeting. Notice is given to a stockholder when it is
personally delivered to the stockholder, left at the stockholder's residence or
usual place of business, mailed to the stockholder at the stockholder's address
as it appears on the records of the Fund or transmitted to the stockholder by an
electronic transmission to any address or number of the stockholder at which the
stockholder receives electronic transmissions. If the Fund has received a
request from a stockholder that notice not be sent by electronic transmission,
the Fund may not provide notice to the stockholder by electronic transmission.
Notice given by electronic transmission shall be considered ineffective if the
Fund is unable to deliver two consecutive notices and the inability to deliver
the notices becomes known to the Secretary, an Assistant Secretary, the transfer
agent or other person responsible for giving the notice. The inadvertent failure
to deliver any notice by electronic transmission does not invalidate any meeting
or other action. An affidavit of the Secretary, an Assistant Secretary, the
transfer agent or other agent of the Fund that notice has been given by a form
of electronic transmission, in the absence of actual fraud, shall be prima facie
evidence of the facts stated in the affidavit. Notwithstanding the foregoing
provisions, each person who is entitled to notice waives notice if the person
before or after the meeting delivers a written waiver or a waiver by electronic
transmission which is filed with the records of stockholders' meetings, or is
present at the meeting in person or by proxy.

      SECTION 1.05. Quorum; Voting. Unless any statute or the Charter provides
otherwise, at a meeting of stockholders the presence in person or by proxy of
stockholders entitled to cast a majority of all the votes entitled to be cast at
the meeting constitutes a quorum, except that where the holders of any class or
series of shares are entitled to vote as a separate class or series (such class
or series being referred to as a "Separate Class") or where the holders of two
or more (but not all) classes or series of stock are required to vote as a
single class or series (such classes or series being referred to as a "Combined
Class"), the presence in person or by proxy of the holders of a majority of the
shares of that Separate Class or Combined Class, as the case may be, issued and
outstanding and entitled to vote thereat shall constitute a quorum for such
vote. Unless any statute or the Charter provides otherwise, a majority of all
the votes cast at a meeting at which a quorum is present is sufficient to
approve any matter which properly comes before the meeting, except that a
plurality of all the votes cast at a meeting at which a quorum is present is
sufficient to elect a director.

      SECTION 1.06. Adjournments. Whether or not a quorum is present, a meeting
of stockholders convened on the date for which it was called may be adjourned
from time to time without further notice by the chairman of the meeting to a
date not more than 120 days after the original record date. Whether or not a
quorum with respect to a Separate Class or a Combined Class, as the case may be,
is present, a meeting of stockholders of a Separate Class or a Combined Class
convened on the date for which it was called may be adjourned from time to time
without further notice by the chairman of the meeting to a date not more than
120 days after the original record date. Any business which might have been
transacted at the meeting as originally notified may be deferred and transacted
at any such adjourned meeting at which a quorum shall be present.


                                       2
<PAGE>

      SECTION 1.07. General Right to Vote; Proxies. Unless the Charter provides
for a greater or lesser number of votes per share or limits or denies voting
rights, each outstanding share of stock (or fraction thereof), regardless of
class or series, is entitled to one vote (or fraction of a vote) on each matter
submitted to a vote at a meeting of stockholders. In all elections for
directors, each share of stock (or fraction thereof) 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 stockholder may vote the stock (or fraction
thereof) the stockholder owns of record either in person or by proxy. A
stockholder may sign a writing authorizing another person to act as proxy.
Signing may be accomplished by the stockholder or the stockholder's authorized
agent signing the writing or causing the stockholder's signature to be affixed
to the writing by any reasonable means, including facsimile signature. A
stockholder may authorize another person to act as proxy by transmitting, or
authorizing the transmission of, an authorization by a telegram, cablegram,
datagram, electronic mail or any other electronic or telephonic means to the
person authorized to act as proxy or to any other person authorized to receive
the proxy authorization on behalf of the person authorized to act as the proxy,
including a proxy solicitation firm or proxy support service organization.
Unless a proxy provides otherwise, it is not valid more than 11 months after its
date. A proxy is revocable by a stockholder at any time without condition or
qualification unless the proxy states that it is irrevocable and the proxy is
coupled with an interest. A proxy may be made irrevocable for so long as it is
coupled with an interest. The interest with which a proxy may be coupled
includes an interest in the stock to be voted under the proxy or another general
interest in the Fund or its assets or liabilities.

      SECTION 1.08. List of Stockholders. At each meeting of stockholders, a
full, true and complete list of all stockholders entitled to vote at such
meeting, showing the number, class and series of shares held by each stockholder
and certified by the transfer agent for such class or series or by the
Secretary, shall be furnished by the Secretary.

      SECTION 1.09. Conduct of Business. 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 (a) pursuant to
the Fund's notice of meeting, (b) by or at the direction of the Board of
Directors or (c) by any stockholder of the Fund (i) who was a stockholder of
record at the time of giving notice(s) provided for in Section 1.11 and Section
1.12, (ii) who is entitled to vote at the meeting and (iii) who complied with
the notice(s) procedures set forth in Section 1.11 and Section 1.12. 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 a special meeting of
stockholders (a) only pursuant to the Fund's notice of meeting and (b), in the
case of nominations of persons for election to the Board of Directors, (i) by or
at the direction of the Board of Directors or (ii) by any stockholder of the
Fund (A) who was a stockholder of record at the time of giving notice provided
for in Section 1.11, (B) who is entitled to vote at the meeting and (C) who
complied with the notice procedures set forth in Section 1.11. The chairman of
the meeting shall have the power and duty to determine whether a nomination or
any business proposed to be brought before the meeting was made in accordance
with the procedures set forth in Section 1.11, Section 1.12 and this Section
and, if any proposed nomination or business is not in compliance with Section
1.11, Section 1.12 and this Section, to declare that such defective nomination
or proposal be disregarded.


                                       3
<PAGE>

      SECTION 1.10. Conduct of Voting. At all meetings of stockholders, unless
the voting is conducted by inspectors, the proxies and ballots shall be
received, and all questions touching the qualification of voters and the
validity of proxies, the acceptance or rejection of votes and procedures for the
conduct of business not otherwise specified by these Bylaws, the Charter or law,
shall be decided or determined by the chairman of the meeting. If demanded by
the holders, present in person or by proxy, of at least 10 percent of the shares
issued and outstanding and entitled to vote at the meeting, the vote upon any
election or question shall be taken by ballot. Before any meeting of the
stockholders, the Board of Directors may appoint persons to act as inspectors of
election at the meeting and any adjournment thereof. If no inspectors of
election are so appointed, the chairman of the meeting may, and on the request
of the holders, present in person or by proxy, of at least 10 percent of the
shares issued and outstanding and entitled to vote at the meeting, shall,
appoint inspectors of election at the meeting. The number of inspectors shall be
either one or three. If inspectors are appointed at a meeting on the request of
stockholders, the holders of a majority of shares present in person or by proxy
shall determine whether one or three inspectors are to be appointed. No
candidate for election as a director at a meeting shall serve as an inspector
thereat. If any person appointed as inspector fails to appear or fails or
refuses to act, the chairman of the meeting may, and upon the request of any
stockholder shall, appoint a person to fill that vacancy. The inspectors shall
determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, and the
authenticity, validity and effect of proxies; receive votes, ballots or
consents; hear and determine all challenges and questions in any way arising in
connection with the right to vote; count and tabulate all votes or consents;
determine when polls shall close; determine the result; and do any other acts
that may be proper to conduct the election or vote with fairness to all
stockholders. Unless so demanded or ordered, no vote need be by ballot and
voting need not be conducted by inspectors.

      SECTION 1.11. Advance Notice Provisions for Election of Directors. Only
persons who are nominated in accordance with the following procedures shall be
eligible for election as directors of the Fund. Nominations of persons for
election to the Board of Directors may be made at any annual meeting of
stockholders, or at any special meeting of stockholders called for the purpose
of electing directors, (a) by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (b) by any stockholder of the Fund (i)
who is a stockholder of record on the date of the giving of the notice provided
for in this Section and on the record date for the determination of stockholders
entitled to vote at such meeting and (ii) who complies with the notice
procedures set forth in this Section. A stockholder's notice must be delivered
to or mailed and received by the Secretary at the principal executive offices of
the Fund (a) in the case of an annual meeting, not less than 90 days nor more
than 120 days prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than 30 days or delayed by more than 60 days from
the anniversary date of the preceding year's annual meeting or no annual meeting
was held in the preceding year, notice by the stockholder must be so delivered
not earlier than the 90th day prior to such annual meeting and not later than
the close of business on the later of the 60th day prior to such annual meeting
or the tenth day following the day on which public announcement of the date of
such annual meeting is first made; and (b) in the case of a special meeting of
stockholders called for the purpose of electing directors, not later than the
close of business on the tenth day following the day on which notice of the date
of the special meeting was mailed or public announcement of the date of the
special meeting was made, whichever first occurs. A


                                       4
<PAGE>

stockholder's notice to the Secretary must be in writing and set forth (a) as to
each person whom the stockholder proposes to nominate for election as a
director, all information relating to such person that is required to be
disclosed in connection with solicitations of proxies for election of directors
pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules and regulations promulgated thereunder; and
(b) as to the stockholder giving the notice (i) the name and address of such
stockholder as they appear on the Fund's books and of the beneficial owner, if
any, on whose behalf the nomination is made, (ii) the class or series and number
of shares of capital stock of the Fund which are owned beneficially or of record
by such stockholder and such beneficial owner, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Regulation 14A of
the Exchange Act and the rules and regulations promulgated thereunder. Such
notice must be accompanied by a written consent of each proposed nominee to be
named as a nominee and to serve as a director if elected. No person shall be
eligible for election as a director of the Fund unless nominated in accordance
with the procedures set forth in this Section. If the chairman of the meeting
determines that a nomination was not made in accordance with the foregoing
procedures, the chairman of the meeting shall declare to the meeting that the
nomination was defective and such defective nomination shall be disregarded. No
adjournment or postponement of a meeting of stockholders shall commence a new
period for the giving of notice of a stockholder proposal hereunder.

      SECTION 1.12. Advance Notice Provisions for Business to be Transacted at
Annual Meeting. No business may be transacted at an annual meeting of
stockholders, other than business that is either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b) otherwise properly
brought before the annual meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (c) otherwise properly
brought before the annual meeting by any stockholder of the Fund (i) who is
stockholder of record on the date of the giving of the notice provided for in
this Section and on the record date for the determination of stockholders
entitled to vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section. A stockholder's notice must be delivered
to or mailed and received by the Secretary at the principal executive offices of
the Fund not less than 90 days nor more than 120 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from the anniversary date of the preceding
year's annual meeting or no annual meeting was held in the preceding year,
notice by the stockholder must be so delivered not earlier than the 90th day
prior to such annual meeting and not later than the close of business on the
later of the 60th day prior to such annual meeting or the tenth day following
the day on which public announcement of the date of such meeting is first made.
A stockholder's notice to the Secretary must be in writing and set forth as to
each matter such 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 of such stockholder as they appear on the Fund's


                                       5
<PAGE>

books and of the beneficial owner, if any, on whose behalf the proposal is made,
(iii) the class or series and number of shares of capital stock of the Fund
which are owned beneficially or of record by such stockholder and such
beneficial owner, (iv) a description of all arrangements or understandings
between such stockholder and any other person or persons (including their names)
in connection with the proposal of such business by such stockholder and any
material interest of such stockholder in such business, and (v) a representation
that such stockholder intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting. No business shall be
conducted at the annual meeting of stockholders except business brought before
the annual meeting in accordance with the procedures set forth in Section 1.11
or in this Section, provided, however, that once business has been properly
brought before the annual meeting in accordance with such procedures, nothing in
Section 1.11 nor in this Section shall be deemed to preclude discussion by any
stockholder of any such business. If the chairman of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the chairman of the meeting shall
declare to the meeting that the business was not properly brought before the
meeting and such business shall not be transacted. No adjournment or
postponement of a meeting of stockholders shall commence a new period for the
giving of notice of a stockholder proposal hereunder.

                                   ARTICLE II.

                               BOARD OF DIRECTORS

      SECTION 2.01. Function of Directors. The business and affairs of the Fund
shall be managed under the direction of its Board of Directors. All powers of
the Fund may be exercised by or under authority of the Board of Directors,
except as conferred on or reserved to the stockholders by statute or by the
Charter or these Bylaws. The Board of Directors may delegate the duty of
management of the assets and the administration of the day-to-day operations of
the Fund to one or more entities or individuals pursuant to a written contract
or contracts which have obtained the approvals, including the approval of
renewals thereof, required by the Investment Company Act of 1940, as amended
(the "Investment Company Act").

      SECTION 2.02. Number and Qualification of Directors. The Board of
Directors shall consist of 3 directors, which number may be increased or
decreased by a resolution of a majority of the entire board of directors,
provided that the number of directors shall not be less than 3 or more than 15
nor shall any change in the number of directors affect the tenure of office of
any director. The membership of the Board of Directors shall meet the applicable
requirements under the Investment Company Act. No person shall stand for
election or reelection as a director of the Fund if that person would be 75
years old or older at the date of the proxy statement for the meeting of
stockholders at which such election would take place, unless such person's
candidacy shall have been approved by a unanimous vote of all of the directors
present at a meeting at which a quorum is present (other than any director whose
candidacy is being approved).

      SECTION 2.03. Election and Tenure of Directors. Subject to the rights of
the holders of any class or series of stock separately entitled to elect one or
more directors, the directors shall be divided into three classes as nearly
equal in number as possible, with the term of office of one


                                       6
<PAGE>

class of directors expiring in each year. In accordance with the provisions of
the Charter, the classes shall be designated as Class I, Class II, and Class
III, respectively. At each successive annual meeting of stockholders, the
holders of stock present in person or by proxy at such meeting and entitled to
vote thereat shall elect members of each successive class to serve for three
year terms and until their successors are elected and qualify (and, as
appropriate, the members of any other class to serve for the remainder of the
term of that class and until their successors are elected and qualify). If the
number of directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each class as
nearly equal as possible, and any additional director of any class shall,
subject to Section 2.05, hold office for a term that shall coincide with the
remaining term of that class, but in no case shall a decrease in the number of
directors shorten the term of any incumbent director.

      SECTION 2.04. Removal of Director. Subject to the rights of the holders of
any class or series of stock separately entitled to elect one or more directors
and unless statute provides otherwise, any director, or the entire Board of
Directors, may be removed from office at any time, with or without cause, but
only by the affirmative vote of at least 75 percent of the votes entitled to be
cast generally for the election for directors.

      SECTION 2.05. Vacancy on Board of Directors. Subject to the Investment
Company Act and consistent with the election in Section 8.11, a majority of the
remaining directors, whether or not sufficient to constitute a quorum, may fill
a vacancy on the Board of Directors which results from any cause. Consistent
with the election in Section 8.11, a director elected by the Board of Directors
to fill a vacancy serves for the remainder of the full term of the class of
directors in which the vacancy occurs and until his or her successor is elected
and qualifies.

      SECTION 2.06. Regular Meetings. After each meeting of stockholders at
which directors shall have been elected, the Board of Directors shall meet as
soon thereafter as practicable for the purpose of organization and the
transaction of other business. In the event that no other time and place are
specified by resolution of the Board of Directors or announced by the President
or the Chairman at such stockholders meeting, the Board of Directors shall meet
immediately following the close of and at the place of such stockholders
meeting. Any other regular meeting of the Board of Directors shall be held on
such date and time, at such place or by means of remote communication, as may be
designated from time to time by the Board of Directors. No notice of such
meeting following a stockholders meeting or any other regular meeting shall be
necessary if held as hereinabove provided.

      SECTION 2.07. Special Meetings. Special meetings of the Board of Directors
may be called at any time by the Chairman or by a majority of the Board of
Directors or a majority of the members of the Executive Committee by vote at a
meeting, or in writing or delivered by electronic transmission with or without a
meeting. A special meeting of the Board of Directors shall be held on such date,
at any place or by means of remote communication, as may be designated from time
to time by the Board of Directors. In the absence of designation such meeting
shall be held at such place or means of remote communication as may be
designated in the call.

      SECTION 2.08. Notice of Meetings. Except as provided in Section 2.06, the
Secretary shall give notice to each director of each regular and special meeting
of the Board of Directors.


                                       7
<PAGE>

The notice shall state the time of the meeting and place or that the meeting is
being held by means of remote communication. Notice is given to a director when
it is delivered personally to him or her, left at his or her residence or usual
place of business, or sent by electronic transmission, telegraph, facsimile
transmission, or telephone, at least 24 hours before the time of the meeting or,
in the alternative by mail to his or her address as it shall appear on the
records of the Fund, at least 72 hours before the time of the meeting. Unless
these Bylaws or a resolution of the Board of Directors provides otherwise, the
notice need not state the business to be transacted at or the purposes of any
regular or special meeting of the Board of Directors. No notice of any meeting
of the Board of Directors need be given to any director who attends except where
a director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened, or to any director who delivers a written waiver or a waiver by
electronic transmission which is filed with the records of the meeting either
before or after the holding thereof, waiving such notice. Any meeting of the
Board of Directors, regular or special, may adjourn from time to time to
reconvene at the same or some other place, and no notice need be given of any
such adjourned meeting other than by announcement.

      SECTION 2.09. Quorum; Action by Directors. A majority of the total number
of directors fixed in accordance with these Bylaws shall constitute a quorum for
the transaction of business. In the absence of a quorum, the directors present
by majority vote and without notice other than by announcement may adjourn the
meeting from time to time until a quorum shall attend. At any such adjourned
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally notified. Unless statute
or the Charter or these Bylaws requires a greater proportion, the action of a
majority of the directors present at a meeting at which a quorum is present is
the action of the Board of Directors. Except as to votes that the Investment
Company Act requires to be taken in person, any action required or permitted to
be taken at a meeting of the Board of Directors may be taken without a meeting
if a unanimous consent which sets forth the action is given in writing or by
electronic transmission by each member of the Board of Directors and filed in
paper or electronic form with the minutes of proceedings of the Board of
Directors.

      SECTION 2.10. Meeting by Conference Telephone. Except as to votes that the
Investment Company Act requires to be taken in person, members of the Board of
Directors may participate in a meeting by means of a conference telephone or
other communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation in a meeting by these means
constitutes presence in person at a meeting.

      SECTION 2.11. Compensation. By resolution of the Board of Directors a
fixed sum and expenses, if any, for attendance at each regular or special
meeting of the Board of Directors or of committees thereof, an annual retainer,
and other compensation for their services as such or on committees of the Board
of Directors, may be paid to directors. Directors who are full-time employees of
the Fund or "affiliated persons" as defined in the Investment Company Act of the
Fund's investment advisor or principal underwriter shall not be paid for
attendance at meetings of the Board of Directors or committees thereof for which
fees are paid to other directors. A director who serves the Fund in any other
capacity also may receive compensation for such other services, pursuant to a
resolution of the directors.


                                       8
<PAGE>

      SECTION 2.12. Resignation. Any director may resign at any time by sending
a written notice of such resignation to the principal office of the Fund
addressed to the Chairman or the President. Unless otherwise specified therein
such resignation shall take effect upon receipt thereof by the Chairman or the
President.

      SECTION 2.13. Presumption of Assent. A director of the Fund who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless his or
her dissent or abstention shall be entered in the minutes of the meeting or
unless he or she shall file his or her written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary of the Fund
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who votes in favor of such action or fails to make his
dissent known at the meeting.

      SECTION 2.14. Advisory Directors. The Board of Directors may by resolution
appoint advisory directors to the Board of Directors, who may also serve as
directors emeriti, and shall have such authority and receive such compensation
and reimbursement as the Board of Directors shall provide. Advisory directors or
directors emeriti shall not have voting rights in connection with any business
of the Board of Directors or any committee of the Board of Directors.

                                  ARTICLE III.

                                   COMMITTEES

      SECTION 3.01. Committees. The Board of Directors may appoint from among
its members an Executive Committee, an Audit Committee, a Nominating Committee,
and other committees composed of one or more directors and delegate to these
committees any of the powers of the Board of Directors, except the power to (i)
authorize dividends on stock (other than as provided below), (ii) elect
directors, (iii) issue stock (other than as provided below), (iv) recommend to
the stockholders any action which requires stockholder approval, (v) amend these
Bylaws, or (vi) approve any merger or share exchange which does not require
stockholder approval. The Executive Committee, if appointed, shall have and may
exercise all powers of the Board of Directors in the management of the business
and affairs of the Fund that may lawfully be exercised by a committee. The
membership of each committee shall meet the applicable requirements under the
Investment Company Act. If the Board of Directors has given general
authorization for a distribution and provides for or establishes a method or
procedure for determining the maximum amount of the distribution, a committee of
the Board of Directors or an officer of the Fund, in accordance with that
general authorization, may fix the amount and other terms of the distribution.
If the Board of Directors has given general authorization for the issuance of
stock providing for or establishing a method or procedure for determining the
maximum number of shares to be issued, a committee of the Board of Directors, in
accordance with that general authorization or any stock option or other plan or
program adopted by the Board of Directors, may authorize or fix the terms of
stock subject to classification or reclassification and the terms on which any
stock may be issued, including all terms and conditions required or permitted to
be established or authorized by the Board of Directors.


                                       9
<PAGE>

      SECTION 3.02. Committee Procedure. Each committee may fix rules of
procedure for its business. A majority of the members of a committee shall
constitute a quorum for the transaction of business and the act of a majority of
those present at a meeting at which a quorum is present shall be the act of the
committee. The members of a committee present at any meeting, whether or not
they constitute a quorum, may appoint a director to act in the place of an
absent or disqualified member. Any action required or permitted to be taken at a
meeting of a committee may be taken without a meeting if a unanimous consent
which sets forth the action is given in writing or by electronic transmission by
each member of the committee and filed in paper or electronic form with the
minutes of the committee. The members of a committee may conduct any meeting
thereof by conference telephone in accordance with the provisions of Section
2.10.

      SECTION 3.03. Emergency. In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Fund by its directors and officers as contemplated by the Charter and these
Bylaws, any two or more available members of the then incumbent Executive
Committee shall constitute a quorum of that Committee for the full conduct and
management of the affairs and business of the Fund in accordance with the
provisions of Section 3.01. In the event of the unavailability, at such time, of
a minimum of two members of the then incumbent Executive Committee, the
available directors shall elect an Executive Committee consisting of any two
members of the Board of Directors, whether or not they be officers of the Fund,
which two members shall constitute the Executive Committee for the full conduct
and management of the affairs of the Fund in accordance with the foregoing
provisions of this Section. This Section shall be subject to implementation by
resolution of the Board of Directors passed from time to time for that purpose,
and any provisions of these Bylaws (other than this Section) and any resolutions
which are contrary to the provisions of this Section or to the provisions of any
such implementary resolutions shall be suspended until it shall be determined by
any interim Executive Committee acting under this Section that it shall be to
the advantage of the Fund to resume the conduct and management of its affairs
and business under all the other provisions of these Bylaws.

                                   ARTICLE IV.

                                    OFFICERS

      SECTION 4.01. Executive and Other Officers. The Fund shall have a
Chairman, a President, a Secretary, and a Treasurer. The Fund may also have one
or more Vice Chairmen, Vice Presidents, assistant officers, and subordinate
officers at the designation by the Board of Directors. A person may hold more
than one office in the Fund except that no person may serve concurrently as both
President and Vice President of the Fund. The Chairman and any Vice Chairmen
shall be directors, and the other officers may be directors. The Board of
Directors may designate a chief investment officer, a chief financial officer, a
chief accounting officer, a chief administrative officer, or other officers with
functional titles and specify the duties of such officers. A person may hold
more than one functional title in the Fund.

      SECTION 4.02. Chairman. The Chairman shall preside at all meetings of the
Board of Directors and of the stockholders at which he or she shall be present
and shall perform such other


                                       10
<PAGE>

duties and have such other powers as are from time to time assigned to him or
her by the Board of Directors.

      SECTION 4.03. Vice Chairmen. The Vice Chairman or Vice Chairmen, at the
request of the Chairman, or in the Chairman's absence or during his or her
inability to act, shall perform the duties and exercise the functions of the
Chairman, and when so acting shall have the powers of the Chairman. If there be
more than one Vice Chairman, the Board of Directors may determine which one or
more of the Vice Chairmen shall perform any of such duties or exercise any of
such functions, or if such determination is not made by the Board of Directors,
the Chairman may make such determination; otherwise any of the Vice Chairmen may
perform any of such duties or exercise any of such functions.

      SECTION 4.04. President. The President shall be the chief executive
officer of the Fund, shall have general supervision of the business and affairs
of the Fund and shall see that all orders and resolutions of the Board of
Directors are carried out. He or she may execute, in the name of the Fund, all
authorized deeds, mortgages, bonds, contracts or other instruments, except in
cases in which the signing and execution thereof shall have been expressly
delegated to some other officer or agent of the Fund. In general, he or she
shall perform such other duties customarily performed by the president and chief
executive officer of a closed-end investment company and shall perform such
other duties and have such other powers as are from time to time assigned to him
or her by the Board of Directors.

      SECTION 4.05. Vice Presidents. The Vice President or Vice Presidents, at
the request of the President, or in the President's absence or during his or her
inability to act, shall perform the duties and exercise the functions of the
President, and when so acting shall have the powers of the President. If there
be more than one Vice President, the Board of Directors may determine which one
or more of the Vice Presidents shall perform any of such duties or exercise any
of such functions, or if such determination is not made by the Board of
Directors, the President may make such determination; otherwise any of the Vice
Presidents may perform any of such duties or exercise any of such functions.
Each Vice President shall perform such other duties and have such other powers,
and have such additional descriptive designations in their titles (if any), as
are from time to time assigned to them by the Board of Directors or the
President.

      SECTION 4.06. Secretary. The Secretary shall keep the minutes of the
meetings of the stockholders, of the Board of Directors and of any committees,
in books provided for the purpose; he or she shall see that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law;
he or she shall be custodian of the records of the Fund; he or she may witness
any document on behalf of the Fund, the execution of which is duly authorized,
see that the corporate seal is affixed where such document is required or
desired to be under its seal, and, when so affixed, may attest the same. In
general, he or she shall perform such other duties customarily performed by a
secretary of a closed-end investment company, and shall perform such other
duties and have such other powers as are from time to time assigned to him or
her by the Board of Directors or the President.

      SECTION 4.07. Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the Fund,
and shall deposit, or cause to be deposited, in the name of the Fund, all moneys
or other valuable effects in such banks, trust


                                       11
<PAGE>

companies or other depositories as shall, from time to time, be selected by the
Board of Directors; he or she shall render to the President and to the Board of
Directors, whenever requested, an account of the financial condition of the
Fund. In general, he or she shall perform such other duties customarily
performed by a treasurer of a closed-end investment company, and shall perform
such other duties and have such other powers as are from time to time assigned
to him or her by the Board of Directors or the President.

      SECTION 4.08. Assistant and Subordinate Officers. The assistant and
subordinate officers of the Fund are all officers below the office of Vice
President, Secretary, or Treasurer. The assistant or subordinate officers shall
have such duties as are from time to time assigned to them by the Board of
Directors or the President.

      SECTION 4.09. Election, Tenure and Removal of Officers. The Board of
Directors shall elect the officers of the Fund. Election or appointment of an
officer, employee or agent shall not of itself create contract rights. All
officers shall be appointed to hold their offices, respectively, during the
pleasure of the Board of Directors. The Board of Directors may remove an officer
at any time, with or without cause. The removal of an officer does not prejudice
any of his or her contract rights. The Board of Directors may fill a vacancy
which occurs in any office.

      SECTION 4.10. Compensation. The Board of Directors shall have power to fix
the salaries and other compensation and remuneration, if any, of all officers of
the Fund. No officer shall be prevented from receiving such salary by reason of
the fact that he or she is also a director of the Fund.

                                   ARTICLE V.

                                 INDEMNIFICATION

      SECTION 5.01. General Indemnification. The Fund shall indemnify (i) its
present and former directors and officers, whether serving or having served the
Fund or at its request any other entity, to the fullest extent required or
permitted by Maryland law in effect from time to time (as limited by the
Investment Company Act), including the advance of costs and expenses (including
attorneys' fees) under the procedures and to the fullest extent permitted by
law, and (ii) other employees and agents to such extent as shall be authorized
by the Board of Directors, the Charter, or this Bylaw and as permitted by law.
The foregoing rights of indemnification shall not be exclusive of any other
rights to which those seeking indemnification may be entitled. The Board of
Directors may take such action as is necessary to carry out these
indemnification provisions and is expressly empowered to adopt, approve, and
amend from time to time such bylaws, resolutions, or contracts implementing such
provisions or such further indemnification arrangements as may be permitted by
law. No amendment of this Bylaw or repeal of any of its provisions shall limit
or eliminate the right of indemnification provided hereunder with respect to
acts or omissions occurring prior to such amendment or repeal.

      SECTION 5.02. Procedure. Any indemnification, or payment of costs and
expenses in advance of the final disposition of any proceeding, shall be made
promptly, and in any event within 60 days, upon the written request of the
director or officer entitled to seek indemnification


                                       12
<PAGE>

(the "Indemnified Party"). The right to indemnification and advances hereunder
shall be enforceable by the Indemnified Party in any court of competent
jurisdiction, if (i) the Fund denies such request, in whole or in part, or (ii)
no disposition thereof is made within 60 days. The Indemnified Party's costs and
expenses (including attorneys' fees) incurred in connection with successfully
establishing his or her right to indemnification, in whole or in part, in any
such action shall also be paid or reimbursed by the Fund. It shall be a defense
to any action for advance for costs and expenses that (a) a determination has
been made that the facts then known to those making the determination would
preclude indemnification or (b) the Fund has not received both (i) an
undertaking as required by law to repay such advances in the event it shall
ultimately be determined that the standard of conduct has not been met and (ii)
a written affirmation by the Indemnified Party of such Indemnified Party's good
faith belief that the standard of conduct necessary for indemnification by the
Fund has been met.

      SECTION 5.03. Exclusivity, Etc. The indemnification and advance of costs
and expenses provided by the Charter and this Bylaw shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
advance of costs and expenses may be entitled under any law (common or
statutory), or any agreement, vote of stockholders or disinterested directors or
other provision that is consistent with law, both as to action in his or her
official capacity and as to action in another capacity while holding office or
while employed by or acting as agent for the Fund, shall continue in respect of
all events occurring while a person was a director or officer after such person
has ceased to be a director or officer, and shall inure to the benefit of the
estate, heirs, executors and administrators of such person. The Fund shall not
be liable for any payment under this Bylaw in connection with a claim made by a
director or officer to the extent such director or officer has otherwise
actually received payment under insurance policy, agreement, vote or otherwise,
of the amounts otherwise indemnifiable hereunder. All rights to indemnification
and advance of costs and expenses under the Charter of the Fund and hereunder
shall be deemed to be a contract between the Fund and each director or officer
of the Fund who serves or served in such capacity at any time while this Bylaw
is in effect. Nothing herein shall prevent the amendment of this Bylaw, provided
that no such amendment shall diminish the rights of any person hereunder with
respect to events occurring or claims made before its adoption or as to claims
made after its adoption in respect of events occurring before its adoption. Any
repeal or modification of this Bylaw shall not in any way diminish any rights to
indemnification or advance of costs and expenses of such director or officer or
the obligations of the Fund arising hereunder with respect to events occurring,
or claims made, while this Bylaw or any provision hereof is in force.

      SECTION 5.04. Insurance. The Fund may purchase and maintain insurance on
behalf of any Indemnified Party against any liability asserted against and
incurred by any Indemnified Party in any protected capacity or arising out of
his or her position. The Fund may purchase and maintain insurance on its behalf
in respect of any liability it may incur to provide indemnification under the
Charter, this Bylaw, or law.

      SECTION 5.05. Severability; Definitions. The invalidity or
unenforceability of any provision of this Article V shall not affect the
validity or enforceability of any other provision hereof. The phrase "this
Bylaw" in this Article V means this Article V in its entirety.


                                       13
<PAGE>

                                   ARTICLE VI.

                                      STOCK

      SECTION 6.01. Certificates for Stock. The Board of Directors may determine
to issue certificated or uncertificated shares of capital stock and other
securities of the Fund. For certificated stock, each stockholder is entitled to
certificates which represent and certify the shares of stock he or she holds in
the Fund. Each stock certificate (a) shall be in such form, not inconsistent
with law or with the Charter, as shall be approved by the Board of Directors or
any officer or officers designated for such purpose by resolution of the Board
of Directors, (b) shall include on its face the name of the Fund, the name of
the stockholder or other person to whom it is issued, and the class or series of
stock and number of shares it represents, (c) shall be signed by the Chairman,
the President, or a Vice President, and countersigned by the Secretary, an
Assistant Secretary, the Treasurer, or an Assistant Treasurer and (d) may be
sealed with the actual corporate seal or a facsimile of it or in any other form
and the signatures may be either manual or facsimile signatures. Each stock
certificate shall also include on its face or back (a) a statement of any
restrictions on transferability and a statement of the designations and any
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of the stock of each class or series which the Fund is authorized to
issue, of the differences in the relative rights and preferences between the
shares of each series of a preferred or special class in series which the Fund
is authorized to issue, to the extent they have been set, and of the authority
of the Board of Directors to set the relative rights and preferences of
subsequent series of a preferred or special class of stock or (b) a statement
which provides in substance that the Fund will furnish a full statement of such
information to any stockholder on request and without charge. Such request may
be made to the Secretary or to its transfer agent. Except as provided in the
Maryland Uniform Commercial Code - Investment Securities, the fact that a stock
certificate does not contain or refer to a restriction on transferability that
is adopted after the date of issuance does not mean that the restriction is
invalid or unenforceable. A stock certificate is valid and may be issued whether
or not an officer who signed it is still an officer when it is issued. A
certificate may not be issued until the stock represented by it is fully paid.
Upon the issuance of uncertificated shares of capital stock, the Fund shall send
the stockholder a written statement of the same information required above on
the certificate and by the Maryland Uniform Commercial Code - Investment
Securities.

      SECTION 6.02. Transfers. The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient concerning
the issue, transfer and registration of certificates of stock; and may appoint
transfer agents and registrars thereof. The duties of transfer agent and
registrar may be combined.

      SECTION 6.03. Record Dates or Closing of Transfer Books. The Board of
Directors may, and shall have the sole power to, set a record date or direct
that the stock transfer books be closed for a stated period for the purpose of
making any proper determination with respect to stockholders, including which
stockholders are entitled to request a special meeting of stockholders, notice
of a meeting of stockholders, vote at a meeting of stockholders, receive a
dividend, or be allotted other rights. The record date may not be prior to the
close of business on the day the record date is fixed nor, subject to Section
1.06, more than 90 days before the date on


                                       14
<PAGE>

which the action requiring the determination will be taken; the transfer books
may not be closed for a period longer than 20 days; and, in the case of a
meeting of stockholders, the record date or the closing of the transfer books
shall be at least ten days before the date of the meeting. Any shares of the
Fund's own stock acquired by the Fund between the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders and
the time of the meeting may be voted at the meeting by the holder of record as
of the record date and shall be counted in determining the total number of
outstanding shares entitled to be voted at the meeting.

      SECTION 6.04. Stock Ledger. The Fund shall maintain a stock ledger which
contains the name and address of each stockholder and the number of shares of
stock of each class or series which the stockholder holds. The stock ledger may
be in written form or in any other form which can be converted within a
reasonable time into written form for visual inspection. The original or a
duplicate of the stock ledger shall be kept at the offices of a transfer agent
for the particular class or series of stock, or, if none, at the principal
office in the State of Maryland or the principal executive offices of the Fund.

      SECTION 6.05. Certification of Beneficial Owners. The Board of Directors
may adopt by resolution a procedure by which a stockholder of the Fund may
certify in writing to the Fund that any shares of stock registered in the name
of the stockholder are held for the account of a specified person other than the
stockholder. The resolution shall set forth the class or series of stockholders
who may certify; the purpose for which the certification may be made; the form
of certification and the information to be contained in it; if the certification
is with respect to a record date or closing of the stock transfer books, the
time after the record date or closing of the stock transfer books within which
the certification must be received by the Fund; and any other provisions with
respect to the procedure which the Board of Directors considers necessary or
desirable. On receipt of a certification which complies with the procedure
adopted by the Board of Directors in accordance with this Section, the person
specified in the certification is, for the purpose set forth in the
certification, the holder of record of the specified stock in place of the
stockholder who makes the certification.

      SECTION 6.06. Lost Stock Certificates. The Board of Directors may
determine the conditions for issuing a new stock certificate in place of one
which is alleged to have been lost, stolen, or destroyed, or the Board of
Directors may delegate such power to any officer or officers of the Fund. In
their discretion, the Board of Directors or such officer or officers may require
the owner of the certificate to give bond, with sufficient surety, to indemnify
the Fund against any loss or claim arising as a result of the issuance of a new
certificate. In their discretion, the Board of Directors or such officer or
officers may refuse to issue such new certificate save upon the order of some
court having jurisdiction in the premises.

                                  ARTICLE VII.

                                     FINANCE

      SECTION 7.01. Negotiable Instruments. All checks, drafts and orders for
the payment of money, notes and other evidences of indebtedness, issued in the
name of the Fund, shall, unless otherwise provided by resolution of the Board of
Directors, be signed by the Chairman,


                                       15
<PAGE>

the President, a Vice President, an Assistant Vice President, the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary (or in the name of
the Fund by a custodian appointed under Section 7.06 by not less than two of its
officers).

      SECTION 7.02. Annual Statement of Affairs. The President or the chief
accounting officer shall prepare annually a full and correct statement of the
affairs of the Fund, to include a balance sheet and a financial statement of
operations for the preceding fiscal year. The statement of affairs shall be
submitted at any annual meeting of the stockholders. Within 20 days after the
annual meeting of stockholders or, if the Fund is not required to hold an annual
meeting of stockholders, within 120 days after the end of the fiscal year, the
statement of affairs shall be placed on file at the Fund's principal office.

      SECTION 7.03. Fiscal Year. The fiscal year of the Fund shall be the 12
calendar months period ending December 31 in each year, unless otherwise
provided by the Board of Directors.

      SECTION 7.04. Dividends. If declared by or under authority of the Board of
Directors, the Fund may pay dividends on its shares in cash, property, or in
shares of the capital stock of the Fund, unless such dividend is contrary to law
or to a restriction contained in the Charter. The Board of Directors may
prescribe from time to time that dividends declared are payable at the election
of any of the stockholders, either in cash or in shares of the Fund.

      SECTION 7.05. Valuation of Assets. The Board of Directors shall establish
procedures to govern the valuation of the portfolio securities held by the Fund,
which procedures shall be consistent with the requirements of the Investment
Company Act

      SECTION 7.06. Employment of Custodian. The Fund shall place and maintain
its securities, similar investments and related funds in the custody of one or
more custodians (including one or more subcustodians for maintaining its foreign
securities, similar foreign investments and related funds) meeting the
requirements of the Investment Company Act, or may serve as its own custodian in
accordance with such rules and regulations or orders as the Securities and
Exchange Commission the "Commission") may from time to time prescribe for the
protection of investors. Securities held by a custodian may be registered in the
name of the Fund, including the designation of the particular class or series of
stock to which such assets belong, or any such custodian, or the nominee of
either of them. Subject to such rules, regulations, and orders as the Commission
may adopt as necessary or appropriate for the protection of investors, the Fund
or any custodian, with the consent of the Fund, may deposit all or any part of
the securities owned by the Fund in a system for the central handling of
securities, pursuant to which system all securities of a particular class or
series of any issuer deposited within the system are treated as fungible and may
be transferred or pledged by bookkeeping entry without physical delivery of such
securities.


                                       16
<PAGE>

                                  ARTICLE VIII.

                                SUNDRY PROVISIONS

      SECTION 8.01. Offices. The principal office of the Fund in the State of
Maryland shall be located in the City of Baltimore. The Fund may also have
offices at such other places as the Board of Directors may from time to time
determine or the business of the Fund may require.

      SECTION 8.02. Books and Records. The Fund shall keep correct and complete
books and records of its accounts and transactions and minutes of the
proceedings of its stockholders and Board of Directors and of any executive or
other committee when exercising any of the powers of the Board of Directors. The
books and records of the Fund may be in written form or in any other form which
can be converted within a reasonable time into written form for visual
inspection. Minutes shall be recorded in written form but may be maintained in
the form of a reproduction. The original or a certified copy of these Bylaws
shall be kept at the principal office of the Fund.

      SECTION 8.03. Corporate Seal. The Board of Directors shall provide a
suitable seal, bearing the name of the Fund, which shall be in the charge of the
Secretary. The Board of Directors may authorize one or more duplicate seals and
provide for the custody thereof. If the Fund is required to place its corporate
seal to a document, it is sufficient to meet the requirement of any law, rule,
or regulation relating to a corporate seal to place the word "(seal)" adjacent
to the signature of the person authorized to sign the document on behalf of the
Fund.

      SECTION 8.04. Bonds. The Board of Directors may, in its discretion,
require any officer, agent or employee of the Fund to give a bond to the Fund,
conditioned upon the faithful discharge of his or her duties to the Fund, with
one or more sureties and in such amount as may be satisfactory to the Board of
Directors.

      SECTION 8.05. Voting Stock in Other Corporations. Stock of other
corporations or associations, registered in the name of the Fund, may be voted
by the President, a Vice President, or a proxy appointed by either of them. The
Board of Directors, however, may by resolution appoint some other person to vote
such shares, in which case such person shall be entitled to vote such shares
upon the production of a certified copy of such resolution.

      SECTION 8.06. Mail. Any notice or other document which is required by
these Bylaws to be mailed shall be deposited in the United States mails, postage
prepaid.

      SECTION 8.07. Electronic Transmission. An electronic transmission is any
form of communication, not directly involving the physical transmission of
paper, that creates a record that may be retained, retrieved, and reviewed by a
recipient of the communication and may be reproduced directly in paper form by a
recipient through an automated process.

      SECTION 8.08. Contracts and Documents. To the extent permitted by
applicable law, and except as otherwise prescribed by the Charter or these
Bylaws, the Board of Directors may authorize any officer, employee or agent of
the Fund (or a custodian appointed under Section 7.06 by not less than two of
its officers) to authorize, sign, execute, acknowledge, verify, accept or
deliver any contracts, agreements, assignments, indentures, mortgages, deeds,
conveyances,


                                       17
<PAGE>

transfers, certificates, declarations, receipts, discharges, releases,
satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds,
undertakings, proxies, regulatory filings and other instruments or documents in
the name of and on behalf of the Fund. Such authority may be general or confined
to specific instances. A person who holds more than one office in the Fund may
not act in more than one capacity to sign, execute, acknowledge, or verify an
instrument required by law to be signed, executed, acknowledged, or verified by
more than one officer.

      SECTION 8.09. Reliance. Each director and officer of the Fund shall, in
the performance of his or her duties with respect to the Fund, be entitled to
rely on any information, opinion, report or statement, including financial
statement or other financial data, prepared or presented by an officer or
employee of the Fund whom the director or officer reasonably believes to be
reliable and competent in the matters presented, by a lawyer, certified public
accountant or other person as to a matter which the director or officer
reasonably believes to be within the person's professional or expert competence
or by a committee of the Board of Directors on which the director does not
serve, as to a matter within its designated authority, if the director
reasonably believes the committee to merit confidence.

      SECTION 8.10. Certain Rights of Directors, Officers, Employees and Agents.
The directors shall have no responsibility to devote their full time to the
affairs of the Fund. Any director or officer, employee or agent of the Fund, 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 those of or relating to the
Fund, subject to compliance with the Fund's codes of ethics.

      SECTION 8.11. Subtitle 8, Title 3 Election. The Fund elects to be subject
to the provisions of Section 3-804(c) of Subtitle 8 of Title 3 of the Maryland
General Corporation Law relating to the filling of vacancies on the Board of
Directors.

      SECTION 8.12. Amendments. In accordance with the Charter, these Bylaws may
be repealed, altered, amended or rescinded and new bylaws may be adopted (a) by
the stockholders of the Fund (considered for this purpose as one class) by the
affirmative vote of not less than a majority of all the votes entitled to be
cast by the outstanding shares of capital stock of the Fund generally in the
election of directors which are cast on the matter at any meeting of the
stockholders called for that purpose (provided that notice of such proposal is
included in the notice of such meeting) or (b) by the Board of Directors by the
affirmative vote of not less than two-thirds of the Board of Directors at a
meeting held in accordance with the provisions of these Bylaws.

                                   ARTICLE IX.

              CERTAIN PROVISIONS RELATING TO RATINGS ORGANIZATIONS

      SECTION 9.01. General Definitions. Capitalized terms used in this Article
IX but not specifically defined herein shall have the respective meanings
assigned them in the Articles Supplementary, which definitions are hereby
incorporated by reference herein. The following capitalized terms shall have the
following meanings for purposes of this Article IX, whether used in the singular
or plural.


                                       18
<PAGE>

            "REIT" means an entity qualifying as a real estate investment trust
      under the United States Internal Revenue Code of 1986, as amended.

            "NYSE" means the New York Stock Exchange.

            "AMEX" means the American Stock Exchange.

            "ADR" means American Depository Receipts.

            "National Securities Exchange" means the NYSE, AMEX, Midwest Stock
      Exchange, Philadelphia Stock Exchange, Boston Stock Exchange, NASDAQ
      System or any other national securities exchange.

            "Market Value" means, as to any S&P Eligible REIT Share, S&P
      Eligible Utility ADR, S&P Eligible Preferred Stock and S&P Eligible
      Corporate Bond, the value calculated by reference to the highest closing
      price on a National Securities Exchange on the date preceding any relevant
      date of determination.

            "MTNP" means, initially, a medium term note program.

            "Yankee Bond" means, initially, a debt security which is issued by a
      foreign government, province, supranational agency or foreign corporation.

      SECTION 9.02. S&P Eligible Asset Definitions. The following assets,
specifically S&P Eligible REIT Shares, S&P Eligible Preferred Stock, S&P
Eligible Corporate Bonds and S&P Eligible Utility ADRs, having met the
requirements set forth in the definition of "Other Permitted Securities" in the
Articles Supplementary, shall be included as "Other Permitted Securities" for
purposes of determining maintenance of the "S&P RP Basic Maintenance Amount".

            "S&P Eligible REIT Share" means, initially, an equity security
      issued by a REIT. So long as the shares of RP are rated AAA or higher by
      S&P, no equity security held by the Fund shall be deemed an S&P Eligible
      REIT Share unless (i) such equity security has been listed or traded for
      more than 15 months on a National Securities Exchange and (ii) the
      aggregate Market Value of all such equity securities outstanding is equal
      to or exceeds $100,000,000. So long as the shares of RP are rated AAA or
      higher by S&P, no equity security held by the Fund shall be deemed an S&P
      Eligible REIT Share to the extent (but only to the proportionate extent)
      (i) the amount thereof held by the Fund exceeds the lesser of (x) 5% of
      the issued and outstanding equity securities of the REIT issuing such S&P
      Eligible REIT Shares and (y) the average weekly trading volume for the
      past month preceding any relevant date of determination; and (ii) the
      aggregate Market Value of the amount thereof held by the Fund exceeds 5%
      of the aggregate Market Value of the issued and outstanding equity
      securities of the REIT issuing such equity security.

            "S&P Eligible Utility ADRs" means, initially, ADRs issued by public
      utility companies, which ADRs have been listed or traded for more than 15
      months on a National Securities Exchange. So long as the shares of the RP
      are rated AAA or higher


                                       19
<PAGE>

      by S&P, no ADR held by the Fund shall be deemed an S&P Eligible Utility
      ADR unless the aggregate Market Value of all such ADRs outstanding is
      equal to or exceeds $100,000,000. So long as the shares of RP are rated
      AAA or higher by S&P, no ADR held by the Fund shall be deemed an S&P
      Eligible Utility ADR to the extent (but only to the proportionate extent)
      (i) the amount thereof held by the Fund exceeds the lesser of (x) 5% of
      the issued and outstanding S&P Eligible Utility ADRs of the public utility
      company issuing such S&P Eligible Utility ADRs and (y) the average weekly
      trading volume for the past month preceding any relevant date of
      determination; and (ii) the aggregate Market Value of the amount thereof
      held by the Fund does not exceed 5% of the aggregate Market Value of the
      issued and outstanding equity securities of the public utility company
      issuing such equity security.

            "S&P Eligible Preferred Stock" means, initially, preferred stock (i)
      rated BBB or higher by S&P or (ii) issued by an entity having debt
      obligations outstanding with senior unsecured or subordinated unsecured
      debt ratings of BBB or higher by S&P; provided, however, that no share of
      Yankee Preferred Stock (as such term is defined by S&P from time to time)
      will be considered an S&P Eligible Preferred Stock unless such Yankee
      Preferred Stock is (x) rated A or higher by S&P or (y) issued by an entity
      having debt obligations outstanding with senior unsecured or subordinated
      unsecured debt ratings of A or higher by S&P. So long as the shares of RP
      are rated AAA or higher by S&P, no preferred stock owned by the Fund shall
      be deemed an S&P Eligible Preferred Stock to the extent (but only to the
      proportionate extent) (i) the aggregate of preferred stock owned by the
      Fund of an issuer having debt obligations outstanding with a senior debt
      rating of A or higher by S&P exceeds 5% of the aggregate Market Value of
      Eligible Portfolio Property owned by the Fund; (ii) the aggregate Market
      Value of preferred stock owned by the Fund of an issuer having debt
      obligations outstanding with a senior debt rating of BBB by S&P exceeds
      2.5% of the aggregate Market Value of Eligible Portfolio Property owned by
      the Fund; and (iii) the aggregate Market Value of preferred stock owned by
      the Fund in any one industry (as defined by S&P from time to time) exceeds
      20% of the aggregate Market Value of the securities owned by the Fund. In
      addition, so long as the shares of RP are rated AAA or higher by S&P, no
      preferred stock held by the Fund shall be deemed an S&P Eligible Preferred
      Stock unless such Preferred Stock meets the following conditions:

                  (i) shares of the issuer (or if the issuer is a special
            purpose corporation, the parent of the issuer) of such preferred
            stock are traded on the NYSE or the AMEX;

                  (ii) except in the case of Yankee Preferred Stock, such
            preferred stock is cumulative;

                  (iii) such preferred stock is nonconvertible;

                  (iv) such preferred stock has no attached warrants;

                  (v) the aggregate Market Value of all outstanding equity
            securities of the issues of such preferred stock is at least
            $500,000;


                                       20
<PAGE>

                  (vi) such preferred stock (x) has an initial issue size of at
            least $50 million or (y) is issued by an entity with preferred stock
            outstanding with an aggregate Market Value of at least $50 million;

                  (vii) the issuer of such preferred stock pays cash dividends
            in U.S. denominated dollars and has paid cash dividends consistently
            over the previous three years (unless the issuer of the preferred
            stock has no relevant history of issuing dividends, in which case
            the issuer has received an A or higher debt or preferred stock
            rating from S&P);

                  (viii) the aggregate Market Value of all equity securities
            outstanding of the issuer of the preferred stock is equal to or
            greater than $50 million;

                  (ix) the aggregate Market Value of such preferred stock
            (calculated by reference to the closing price on the Securities
            Exchanges for such preferred stock on the day preceding any relevant
            date of determination) owned by the Fund is no less than $500,000
            and no more than $5,000,000, unless such preferred stock is floating
            rate preferred stock where an auction restricts the Fund's ownership
            of such floating rate preferred stock;

                  (x) if such preferred stock is floating rate preferred stock,
            (x) such floating rate preferred stock has a dividend period of less
            than or equal to 49 days, unless such preferred stock is a new
            issue, in which case, the first dividend period of such new issue is
            up to 64 days; and (y) such floating rate preferred stock has not
            been subject to a failed auction;

                  (xi) if such preferred stock is adjustable rate preferred
            stock, the aggregate Market Value of all adjustable rate preferred
            stock owned by the Fund does not exceed 10% of the Other Permitted
            Securities owned by the Fund.

            "S&P Eligible Corporate Bonds" means, initially, debt securities
      issued by a corporation having a maturity of thirty years or less. So long
      as the shares of RP are rated AAA or higher by S&P, no debt security held
      by the Fund shall be deemed an S&P Eligible Corporate Bond unless (i) in
      the case of a debt security rated CCC or lower by S&P, such debt security
      is a subordinated debt security with an implied senior rating by S&P of B-
      or higher and (ii) at least two dealers registered with the National
      Association of Securities Dealers offer bids on such debt security. In
      addition, so long as the shares of RP are rated AAA or higher by S&P, no
      debt security held by the Fund shall be deemed an S&P Eligible Corporate
      Bond unless the following conditions are met:

                  (i) at least 80% of the aggregate Market Value of debt
            securities owned by the Fund which are rated BBB or lower have an
            original issue size of $100 million or higher and the remaining 20%
            have an original issue size no lower than $50 million;

                  (ii) in the case of a debt security issued under a MTNP such
            debt security is (x) rated BBB or higher by S&P and has an original
            issue size equal to the maximum number of medium term notes
            authorized by the issuer pursuant to such


                                       21
<PAGE>

            MTNP and (y) part of a series of medium term notes which exceeds $5
            million in aggregate Market Value;

                  (iii) in the case of a Yankee Bond, such Yankee Bond is rated
            A or higher by S&P and the aggregate of such Yankee Bonds owned by
            the Fund does not exceed 25% of the aggregate Market Value of
            securities owned by the Fund;

                  (iv) financial statements are publicly available for the
            issuer of such debt securities and such debt securities are
            registered under the Securities Act of 1933;

                  (v) the terms of such debt securities provide for periodic
            interest payments in cash over the life of the security;

                  (vi) such debt securities are not convertible or exchangeable
            into capital of the issuer at any time; provided that 10% of such
            debt securities outstanding may be subject to exchange or tender
            offer; and

                  (vii) in the case of Type IV S&P Eligible Corporate Bonds, the
            aggregate Market Value of such debt securities issued by companies
            engaged principally in any one industry (as defined by S&P) does not
            exceed 20% of the aggregate Market Value of all securities owned by
            the Fund.

            "Type I S&P Eligible Corporate Bonds" means, initially, S&P Eligible
      Corporate Bonds rated AAA by S&P.

            "Type II S&P Eligible Corporate Bonds" means, initially, S&P
      Eligible Corporate Bonds rated AA by S&P.

            "Type III S&P Eligible Corporate Bonds" means, initially, S&P
      Eligible Corporate Bonds rated A by S&P.

            "Type IV S&P Eligible Corporate Bonds" means, initially, S&P
      Eligible Corporate Bonds rated BBB by S&P.

      SECTION 9.03. Discount Factors Supplied by S&P. The following Discount
Factors, having been supplied by S&P, shall be "Discount Factors Supplied by
S&P" as defined in the Articles Supplementary for purposes of calculating the
"Discounted Value" of the assets for purposes of determining maintenance of the
S&P RP Basic Maintenance Amount".

S&P Eligible REIT Shares which have been outstanding for more than
   eighteen (18) months                                                     2.52

S&P Eligible REIT Shares which have been outstanding for eighteen (18)
   or fewer months                                                          3.25

S&P Eligible Utility ADRs which have been outstanding for more than
   eighteen (18) months                                                     2.52


                                       22
<PAGE>

S&P Eligible Utility ADRs which have been outstanding for eighteen (18)
   or fewer months                                                          3.25

Type I S&P Eligible Corporate Bonds                                         1.50

Type II S&P Eligible Corporate Bonds                                        1.55

Type III S&P Eligible Corporate Bonds                                       1.60

Type IV S&P Eligible Corporate Bonds                                        1.65

Type V S&P Eligible Corporate Bonds                                         1.70

Type VI S&P Eligible Corporate Bonds                                        1.80

Type VII S&P Eligible Corporate Bonds                                       1.90

Type VIII S&P Eligible Corporate Bonds                                      2.05

Type IX S&P Eligible Corporate Bonds                                        2.20

S&P Eligible Preferred Stock (Sinking Fund, Fixed Rate, Perpetual or
   Floating Rate)                                                           2.40

S&P Eligible Preferred Stock (Adjustable or Auction Rate)                   4.00

      SECTION 9.04. Moody's Eligible Asset Definitions. The following assets,
specifically Auction Rate Preferred Stock, Hybrid Securities, Preferred Stock,
Type I REIT Shares, Type I Utility ADRs, Industrial Bonds and Utility Preferred
Stock, having met the requirements set forth in the definition of "Other
Permitted Securities" in the Articles Supplementary, shall be included as "Other
Permitted Securities" for purposes of determining maintenance of the "Moody's RP
Basic Maintenance Amount".

            "Auction Rate Preferred Stock" means, initially, preferred stock
      rated a3 or higher which is issued by a company which has paid dividends
      during the preceding three year period.

            "Convertible Preferred Stock" means, initially, Utility Preferred
      Stock which is mandatorily convertible into common equity of the company
      issuing such securities.

            "Hybrid Preferred Stock" means monthly income Preferred Stock,
      quarterly income Preferred Stock and other nonstandard Preferred Stock
      rated a3 or higher which is issued by a company which has paid dividends
      during the preceding three years.

            "Industrial Bond" means, initially, industrial revenue bonds and
      industrial development bonds.

            "Preferred Stock" means, initially, preferred stock rated a3 or
      higher which is (i) not convertible into common equity and (ii) issued by
      a non-utility company which has paid dividends during the preceding 3
      years.

            "Type I Industrial Bonds" as of any date means Industrial Bonds
      rated Aaa by Moody's.


                                       23
<PAGE>

            "Type II Industrial Bonds" as of any date means Industrial Bonds
      rated Aa3 by Moody's.

            "Type III Industrial Bonds" as of any date means Industrial Bonds
      rated A3 by Moody's.

            "Type IV Industrial Bonds" as of any date means Industrial Bonds
      rated Baa3 by Moody's.

            "Type I REIT Shares" means, initially, equity securities issued by
      REITs having debt obligations outstanding with senior unsecured or
      subordinated unsecured debt ratings of Baa3 or higher from Moody's. So
      long as the shares of RP are rated Baa3 or higher by Moody's, no equity
      security held by the Fund shall be deemed a REIT Share unless (i) such
      equity security is traded on the NYSE or the AMEX, (ii) the aggregate
      value of all such equity securities outstanding (calculated based upon the
      highest of the closing prices on the NYSE or the AMEX as applicable, for
      such equity security on the day preceding any relevant date of
      determination) is equal to or exceeds $500,000,000 and (iii) the REIT
      which issues such equity security has paid dividends for all periods since
      it first qualified as a REIT. In addition, so long as the shares of RP are
      rated Baa3 or higher by Moody's, no equity security held by the Fund shall
      be deemed a Type I REIT Share to the extent (but only to the proportionate
      extent) the amount thereof held by the Fund exceeds the lesser of (i) 5%
      of the issued and outstanding equity securities of the REIT issuing such
      equity security and (ii) the average weekly trading volume thereof for the
      26 week period immediately preceding any relevant date of determination.

            "Type I Utility ADRs" means, initially, ADRs, which are traded on
      the NYSE or the AMEX with respect to equity securities issued by public
      utility companies having U.S. dollar denominated debt obligations
      outstanding with senior unsecured or subordinated unsecured debt ratings
      of Baa3 or higher from Moody's. In addition, so long as the shares of RP
      are rated Baa3 or higher by Moody's, no equity security held by the Fund
      shall be deemed a Type I Utility ADR to the extent (but only to the
      proportionate extent) the amount thereof held by the Fund exceeds the
      lesser of (i) 5% of the issued and outstanding equity securities of the
      utility company issuing such equity security and (ii) the average weekly
      trading volume thereof for the 26 week period immediately preceding any
      relevant date of determination.

            "Utility Preferred Stock" means, initially, preferred stock rated a3
      or higher which is issued by a public utility company which had paid
      dividends during the preceding three years.

      SECTION 9.05. Discount Factors Supplied by Moody's. The following Discount
Factors, having been supplied by Moody's, shall be "Discount Factors Supplied by
Moody's" as defined in the Articles Supplementary for purposes of calculating
the "Discounted Value" of the assets for purposes of determining maintenance of
the "Moody's RP Basic Maintenance Amount".


                                       24
<PAGE>

                                                                 Discount Factor
                                                                 ---------------
Auction Rate Preferred Stock                                           3.50

Convertible Preferred Stock                                            2.00

Hybrid Preferred Stock                                                 3.50

Preferred Stock                                                        2.35

Type I Industrial Bonds having a remaining term to
   maturity of one year or less:                                       1.20

Type I Industrial Bonds having a remaining term to
   maturity of more than one year but not more
   than two years:                                                     1.27

Type I Industrial Bonds having a remaining term to
   maturity of more than two years but not more
   than three years:                                                   1.32

Type I Industrial Bonds having a remaining term to
   maturity of more than three years but not
   more than four years:                                               1.38

Type I Industrial Bonds having a remaining term to
   maturity of more than four years but not more
   than five years:                                                    1.44

Type I Industrial Bonds having a remaining term to
   maturity of more than five years but not more
   than seven years:                                                   1.53

Type I Industrial Bonds having a remaining term to
   maturity of more than seven years but not
   more than ten years:                                                1.61

Type I Industrial Bonds having a remaining term to
   maturity of more than ten years but not more
   than 15 years:                                                      1.69

Type I Industrial Bonds having a remaining term to
   maturity of more than 15 years but not more
   than 20 years:                                                      1.76


                                       25
<PAGE>

Type I Industrial Bonds having a remaining term to
   maturity of more than 20 years but less than
   30 years:                                                           1.79

Type II Industrial Bonds having a remaining term
   to maturity of one year or less:                                    1.24

Type II Industrial Bonds having a remaining term
   to maturity of more than one year but not
   more than two years:                                                1.31

Type II Industrial Bonds having a remaining term
   to maturity of more than two years but not
   more than three years:                                              1.38

Type II Industrial Bonds having a remaining term
   to maturity of more than three years but not
   more than four years:                                               1.44

Type II Industrial Bonds having a remaining term
   to maturity of more than four years but not
   more than five years:                                               1.50

Type II Industrial Bonds having a remaining term
   to maturity of more than five years but not
   more than seven years:                                              1.60

Type II Industrial Bonds having a remaining term
   to maturity of more than seven years but not
   more than ten years:                                                1.70

Type II Industrial Bonds having a remaining term
   to maturity of more than ten years but not
   more than 15 years:                                                 1.76

Type II Industrial Bonds having a remaining term
   to maturity of more than 15 years but not
   more than 20 years:                                                 1.84

Type II Industrial Bonds having a remaining term
   to maturity of more than 20 years but not
   more than 30 years:                                                 1.87


                                       26
<PAGE>

Type III Industrial Bonds having a remaining term
   to maturity of one year or less:                                    1.29

Type III Industrial Bonds having a remaining term
   to maturity of more than one year but not
   more than two years:                                                1.38

Type III Industrial Bonds having a remaining term
   to maturity of more than two years but not
   more than three years:                                              1.44

Type III Industrial Bonds having a remaining term
   to maturity of more than three years but not
   more than four years:                                               1.51

Type III Industrial Bonds having a remaining term
   to maturity of more than four years but not
   more than five years:                                               1.57

Type III Industrial Bonds having a remaining term
   to maturity of more than five years but not
   more than seven years:                                              1.67

Type III Industrial Bonds having a remaining term
   to maturity of more than seven years but not
   more than ten years:                                                1.77

Type III Industrial Bonds having a remaining term
   to maturity of more than ten years but not
   more than 15 years:                                                 1.84

Type III Industrial Bonds having a remaining term
   to maturity of more than 15 years but not
   more than 20 years:                                                 1.92

Type III Industrial Bonds having a remaining term
   to maturity of more than 20 years but not
   more than 30 years:                                                 1.95

Type IV Industrial Bonds having a remaining term
   to maturity of one year or less:                                    1.36


                                       27
<PAGE>

Type IV Industrial Bonds having a remaining term
   to maturity of more than one year but not
   more than two years:                                                1.44

Type IV Industrial Bonds having a remaining term
   to maturity of more than two years but not
   more than three years:                                              1.50

Type IV Industrial Bonds having a remaining term
   to maturity of more than three years but not
   more than four years:                                               1.57

Type IV Industrial Bonds having a remaining term
   to maturity of more than four years but not
   more than five years:                                               1.63

Type IV Industrial Bonds having a remaining term
   to maturity of more than five years but not
   more than seven years:                                              1.74

Type IV Industrial Bonds having a remaining term
   to maturity of more than seven years but not
   more than ten years:                                                1.83

Type IV Industrial Bonds having a remaining term
   to maturity of more than ten years but not
   more than 15 years:                                                 1.92

Type IV Industrial Bonds having a remaining term
   to maturity of more than 15 years but not
   more than 20 years:                                                 2.02

Type IV Industrial Bonds having a remaining term
   to maturity of more than 20 years but not
   more than 30 years:                                                 2.03

Type I REIT Shares:                                                    3.00

Type I Utility ADRs issued by an entity organized
   under the laws of Argentina or any political
   subdivision thereof:                                                5.00


                                       28
<PAGE>

Type I Utility ADRs issued by an entity organized
   under the laws of Australia or any political
   subdivision thereof:                                                2.00

Type I Utility ADRs issued by an entity organized
   under the laws of Belgium or any political
   subdivision thereof:                                                2.00

Type I Utility ADRs issued by an entity organized
   under the laws of Brazil or any political
   subdivision thereof:                                                4.20

Type I Utility ADRs issued by an entity organized
   under the laws of Canada or any political
   subdivision thereof:                                                2.00

Type I Utility ADRs issued by an entity organized
   under the laws of Chile or any political
   subdivision thereof:                                                3.00

Type I Utility ADRs issued by an entity organized
   under the laws of Denmark or any political
   subdivision thereof:                                                2.00

Type I Utility ADRs issued by an entity organized
   under the laws of France or any political
   subdivision thereof:                                                2.00

Type I Utility ADRs issued by an entity organized
   under the laws of Germany or any political
   subdivision thereof:                                                2.00

Type I Utility ADRs issued by an entity organized
   under the laws of Greece or any political
   subdivision thereof:                                                2.00

Type I Utility ADRs issued by an entity organized
   under the laws of Italy or any political
   subdivision thereof:                                                2.00

Type I Utility ADRs issued by an entity organized
   under the laws of Mexico or any political
   subdivision thereof:                                                4.00

Type I Utility ADRs issued by an entity organized
   under  the  laws of  Netherlands  or any
   political subdivision thereof:                                      2.00


                                       29
<PAGE>

Type I Utility ADRs issued by an entity organized
   under the laws of Peru or any political
   subdivision thereof:                                                2.00

Type I Utility ADRs issued by an entity organized
   under the laws of Portugal or any political
   subdivision thereof:                                                2.00

Type I Utility ADRs issued by an entity organized
   under the laws of Spain or any political
   subdivision thereof:                                                2.00

Type I Utility ADRs issued by an entity organized
   under the laws of the United Kingdom or any
   political subdivision thereof:                                      2.00

Utility Preferred Stock                                                1.60

      SECTION 9.06. Revised Definitions. The definitions of "Utility Bonds" and
"Utility Stocks" set forth in the Articles Supplementary are hereby modified to
delete the requirement that the issuers of such securities be "state regulated".

      SECTION 9.07. Initial Elements of Moody's RP Basic Maintenance Amount. In
lieu of the definition in Part I, Paragraph 1, Definitions, of the Articles, the
following definition of "Moody's RP Basic Maintenance Amount," having been
approved by Moody's, shall be used for purposes of the Articles:

            "Moody's RP Basic Maintenance Amount" means, initially, as of any
      date, the sum of (i) the aggregate liquidation preference of the shares of
      RP outstanding and shares of Other RP outstanding, (ii) to the extent not
      covered in (i), the aggregate amount of accumulated but unpaid cash
      dividends with respect to the shares of RP outstanding and shares of Other
      RP outstanding, (iii) any Rights due and payable and any equivalent rights
      to receive cash with respect to Other RP which are due and payable, (iv)
      an amount equal to the product of (x) three and (y) the principal amount
      of the Fund's loan from the Aid Association for Lutherans then
      outstanding, (v) an amount equal to the sum of (x) the amount of accrued
      but unpaid interest on the principal amount of the Fund's loan from the
      Aid Association for Lutherans then outstanding and (y) an amount equal to
      70 days of additional accrued interest on such loan at the then-current
      interest rate borne by such loan, (vi) the aggregate principal amount of
      any other then outstanding indebtedness of the Fund for money borrowed,
      (vii) an amount equal to the sum of (x) the aggregate accrued but unpaid
      interest on the indebtedness referred to in the foregoing clause (vi) and
      (y) an amount equal to 70 days of additional accrued interest on such
      indebtedness at the then-current interest rate(s) borne by such
      indebtedness, (viii) the aggregate Projected Dividend Amount, (ix)


                                       30
<PAGE>

      redemption premium, if any, and (x) the greater of $200,000 or an amount
      equal to projected expenses of the Fund (including, without limitation,
      fee and indemnification obligations of the Fund incurred in connection
      with any commercial paper program undertaken by the Fund or with any
      credit facility related thereto) for the next three month period. The
      Board of Directors shall have the authority to adjust, modify, alter or
      change from time to time the initial elements comprising the Moody's RP
      Basic Maintenance Amount if the Board of Directors determines and Moody's
      advises the Fund in writing that such adjustment, modification, alteration
      or change will not adversely affect its then-current rating on the RP.


                                       31

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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