<DOCUMENT>
<TYPE>EX-99.B
<SEQUENCE>10
<FILENAME>efc2-1398_exhibitb.txt
<TEXT>
                                                                   Exhibit (b)



                             AMENDED AND RESTATED

                                    BYLAWS

                                      OF

                            ROYCE VALUE TRUST, INC.

                            A Maryland Corporation


                                   ARTICLE I

                           MEETINGS OF STOCKHOLDERS

          SECTION 1. Place. All meetings of stockholders of Royce Value Trust,
Inc. (the "Corporation") shall be held in the United States at the principal
executive office of the Corporation or at such other place as shall be set by
the Board of Directors and stated in the notice of the meeting.

          SECTION 2. Annual Meeting. An annual meeting of the stockholders for
the election of directors and the transaction of any business within the
powers of the Corporation shall be held on a date and at the time set by the
Board of Directors during the thirty-one (31) day period ending on September
30 of each calendar year.

          SECTION 3. Special Meetings.

          (a) General. The President or the Board of Directors may call a
special meeting of the stockholders. Subject to Section 3(b) of this Article
I, a special meeting of stockholders shall also be called by the Secretary of
the Corporation upon the written request of the stockholders entitled to cast
not less than a majority of all the votes entitled to be cast at such meeting.

          (b) Stockholder Requested Special Meetings. (1) Any stockholder of
record seeking to have stockholders request a special meeting shall, by
sending written notice to the Secretary (the "Record Date Request Notice") by
registered mail, return receipt requested, request the Board of Directors to
fix a record date to determine the stockholders entitled to request a special
meeting (the "Request Record Date"). The Record Date Request Notice shall set
forth the purpose of the meeting and the matters proposed to be acted on at
it, shall be signed by one or more stockholders of record as of the date of
signature (or their agents duly authorized in writing), shall bear the date of
signature of each such stockholder (or such agent) and shall set forth all
information relating to each such stockholder that must be disclosed in
solicitations of proxies for election of directors in an election contest
(even if an election contest is not involved), or is otherwise required, in
each case pursuant to Regulation 14A (or any successor provision) under the
Securities
<PAGE>

Exchange Act of 1934, as amended (the "Exchange Act"). Upon receiving the
Record Date Request Notice, the Board of Directors may fix a Request Record
Date. The Request Record Date shall not precede and shall not be more than ten
(10) days after the close of business on the date on which the resolution
fixing the Request Record Date is adopted by the Board of Directors. If the
Board of Directors, within ten (10) days after the date on which a valid
Record Date Request Notice is received, fails to adopt a resolution fixing the
Request Record Date and make a public announcement of such Request Record
Date, the Request Record Date shall be the close of business on the tenth
(10th) day after the first date on which the Record Date Request Notice is
received by the Secretary.

                  (2) In order for any stockholder to request a special meeting,
one or more written requests for a special meeting signed by stockholders of
record (or their agents duly authorized in writing) as of the Request Record
Date entitled to cast not less than a majority (the "Special Meeting
Percentage") of all of the votes entitled to be cast at such meeting (the
"Special Meeting Request") shall be delivered to the Secretary. In addition,
the Special Meeting Request shall set forth the purpose of the meeting and the
matters proposed to be acted on at it (which shall be limited to the matters
set forth in the Record Date Request Notice received by the Secretary), shall
bear the date of signature of each such stockholder (or such agent) signing
the Special Meeting Request, shall set forth the name and address, as they
appear in the Corporation's books, of each stockholder signing such request
(or on whose behalf the Special Meeting Request is signed), the class, series
and number of all shares of stock of the Corporation which are owned by each
such stockholder, and the nominee holder for, and number of, shares owned
beneficially but not of record, shall be sent to the Secretary by registered
mail, return receipt requested, and shall be received by the Secretary within
sixty (60) days after the Request Record Date. Any requesting stockholder may
revoke his, her or its request for a special meeting at any time by written
revocation delivered to the Secretary.

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

                  (4) Except as provided in the next sentence, any special
meeting shall be held at such place, date and time as may be designated by the
President or the Board of Directors, whoever has called the meeting. In the
case of any special meeting called by the Secretary upon the request of
stockholders (a "Stockholder Requested Meeting"), such meeting shall be held
at such place, date and time as may be designated by the Board of Directors;
provided, however, that the date of any Stockholder Requested Meeting shall be
not more than ninety (90) days after the record date for such meeting (the
"Meeting Record Date"); and provided further that if the Board of Directors
fails to designate, within ten (10) days after the date that a valid Special
Meeting Request is actually received by the Secretary (the "Delivery Date"), a
date and time for a Stockholder Requested Meeting, then such meeting shall be
held at 2:00 p.m. local time on the ninetieth (90th)

                                      2
<PAGE>

day after the Meeting Record Date or, if such ninetieth (90th) day is not a
Business Day (as defined below), on the first preceding Business Day; and
provided further that in the event that the Board of Directors fails to
designate a place for a Stockholder Requested Meeting within ten (10) days
after the Delivery Date, then such meeting shall be held at the principal
executive office of the Corporation. In fixing a date for any special meeting,
the President or the Board of Directors may consider such factors as he, she
or it deems relevant within the good faith exercise of business judgment,
including, without limitation, the nature of the matters to be considered, the
facts and circumstances surrounding any request for meeting and any plan of
the Board of Directors to call an annual meeting or a special meeting. In the
case of any Stockholder Requested Meeting, if the Board of Directors fails to
fix a Meeting Record Date that is a date within thirty (30) days after the
Delivery Date, then the close of business on the thirtieth (30th) day after
the Delivery Date shall be the Meeting Record Date.

                  (5) If at any time as a result of written revocations of
requests for the special meeting, stockholders of record (or their agents duly
authorized in writing) as of the Request Record Date entitled to cast less
than the Special Meeting Percentage shall have delivered and not revoked
requests for a special meeting, the Secretary may refrain from mailing the
notice of the meeting or, if the notice of the meeting has been mailed, the
Secretary may revoke the notice of the meeting at any time before ten (10)
days before the commencement of the meeting if the Secretary has first sent to
all other requesting stockholders written notice of any revocation of a
request for the special meeting and written notice of the Secretary's
intention to revoke the notice of the meeting. Any request for a special
meeting received after a revocation by the Secretary of a notice of a meeting
shall be considered a request for a new special meeting.

                  (6) The Board of Directors or the President may appoint
independent inspectors of elections to act as the agent of the Corporation for
the purpose of promptly performing a ministerial review of the validity of any
purported Special Meeting Request received by the Secretary. For the purpose of
permitting the inspectors to perform such review, no such purported request
shall be deemed to have been delivered to the Secretary until the earlier of
(i) five (5) Business Days after receipt by the Secretary of such purported
request and (ii) such date as the independent inspectors certify to the
Corporation that the valid requests received by the Secretary represent at
least a majority of the issued and outstanding shares of stock that would be
entitled to vote at such meeting. Nothing contained in this subsection (6)
shall in any way be construed to suggest or imply that the Corporation or any
stockholder shall not be entitled to contest the validity of any request,
whether during or after such five (5) Business Day period, or to take any
other action (including, without limitation, the commencement, prosecution or
defense of any litigation with respect thereto, and the seeking of injunctive
relief in such litigation).

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

          SECTION 4. Notice of Meetings. Written or printed notice of the
purpose or purposes, in the case of a special meeting, and of the time and
place of every meeting of the


                                      3
<PAGE>

stockholders shall be given by the Secretary of the Corporation to
each stockholder of record entitled to vote at the meeting, by either placing
the notice in the mail, delivering it by overnight delivery service or
transmitting the notice by electronic mail or any other electronic means at
least ten (10) days, but not more than ninety (90) days, prior to the date
designated for the meeting, addressed to each stockholder at such
stockholder's address appearing on the books of the Corporation or supplied by
the stockholder to the Corporation for the purpose of notice. The notice of
any meeting of stockholders may be accompanied by a form of proxy approved by
the Board of Directors in favor of the actions or individuals as the Board of
Directors may select. Notice of any meeting of stockholders shall be deemed
waived by any stockholder who attends the meeting in person or by proxy or who
before or after the meeting submits a signed waiver of notice that is filed
with the records of the meeting.

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

          SECTION 5. Quorum. The presence in person or by proxy of
stockholders of the Corporation entitled to cast at least a majority of the
votes entitled to be cast shall constitute a quorum at each meeting of the
stockholders, and all questions shall be decided by a majority of the votes
cast on the question (except with respect to the election of directors, which
shall be by plurality of the votes cast), unless otherwise required by the
Maryland General Corporation Law (the "MGCL"), the Investment Company Act of
1940, as amended (the "Investment Company Act"), or the Corporation's charter
(the "Charter"). In the absence of a quorum, the stockholders present in
person or by proxy at the meeting, by majority vote and without notice other
than by announcement at the meeting, may adjourn the meeting from time to time
as provided in Section 6 of this Article I until a quorum shall attend. The
stockholders present at any duly organized meeting may continue to do business
until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum. The lack of presence at any meeting in person or by
proxy of holders of the number of shares of stock of the Corporation of the
proportion that may be required by the MGCL, the Investment Company Act, or
other applicable statute, the Charter or these Bylaws, for action upon any
given matter shall not prevent action at the meeting on any other matter or
matters that may properly come before the meeting, so long as there are
present, in person or by proxy, holders of the number of shares of stock of
the Corporation required for action upon the other matter or matters.

          SECTION 6. Adjournment. Any meeting of the stockholders may be
adjourned from time to time, without notice other than by announcement at the
meeting at which the adjournment is taken. At any adjourned meeting at which a
quorum shall be present, any action may be taken that could have been taken at
the meeting originally called. A meeting of the stockholders may not be
adjourned to a date more than one hundred twenty (120) days after the original
record date, unless a new record date is set by the Board of Directors and
further notice is provided to the stockholders.



                                      4
<PAGE>

          SECTION 7. Organization and Conduct. Every meeting of stockholders
shall be conducted by an individual appointed by the Board of Directors to be
chairman of the meeting or, in the absence of such appointment, by the
Chairman of the Board, if any, or, in the case of a vacancy in the office or
absence of the Chairman of the Board, by one of the following officers present
at the meeting: the Vice Chairman of the Board, if any, the President, any
Vice President, the Secretary, the Treasurer or, in the absence of such
officers, a chairman chosen by the stockholders by the vote of a majority of
the votes cast by stockholders present in person or by proxy. The Secretary
or, in the Secretary's absence, an Assistant Secretary or, in the absence of
both the Secretary and Assistant Secretaries, an individual appointed by the
Board of Directors or, in the absence of such appointment, an individual
appointed by the chairman of the meeting shall act as secretary. In the event
that the Secretary presides at a meeting of the stockholders, an Assistant
Secretary, or, in the absence of Assistant Secretaries, an individual
appointed by the Board of Directors or the chairman of the meeting, shall
record the minutes of the meeting. The order of business and all other matters
of procedure at any meeting of stockholders shall be determined by the
chairman of the meeting. The chairman of the meeting may prescribe such rules,
regulations and procedures and take such action as, in the discretion of such
chairman, are appropriate for the proper conduct of the meeting, including,
without limitation, (a) restricting admission to the time set for the
commencement of the meeting; (b) limiting attendance at the meeting to
stockholders of record of the Corporation, their duly authorized proxies or
other such individuals as the chairman of the meeting may determine; (c)
limiting participation at the meeting on any matter to stockholders of record
of the Corporation entitled to vote on such matter, their duly authorized
proxies or other such individuals as the chairman of the meeting may
determine; (d) limiting the time allotted to questions or comments by
participants; (e) maintaining order and security at the meeting; (f) removing
any stockholder or any other individual who refuses to comply with meeting
procedures, rules or guidelines as set forth by the chairman of the meeting;
and (g) recessing or adjourning the meeting to a later date and time and place
announced at the meeting. Unless otherwise determined by the chairman of the
meeting, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.

          SECTION 8. Voting. Except as otherwise provided by statute or the
Charter, each holder of record of shares of stock of the Corporation having
voting power shall be entitled at each meeting of the stockholders to one (1)
vote for every full share of stock, and proportional voting rights for
fractional shares of stock, standing in his name on the records of the
Corporation as of the record date determined pursuant to Section 9 of this
Article I.

          Each stockholder entitled to vote at any meeting of stockholders may
authorize another person or persons to act for him by a proxy signed by the
stockholder or his attorney-in-fact or a proxy in such other form as may be
permitted by the Maryland General Corporation Law, including electronic
transmission from the stockholder or his authorized agent. A stockholder may
authorize another person or persons to act as proxy by telephone or by
transmitting, or authorizing the transmission of, a telegram, cablegram,
datagram or other means of electronic transmission to the person or persons
authorized to act as proxy or to a proxy solicitation firm, proxy support
service organization or other person authorized by the person or persons who
will act as proxy to receive the transmission. No proxy shall be valid after
the expiration of eleven (11) months from

                                      5
<PAGE>

the date thereof, unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the stockholder executing it, except in those
cases in which the proxy states that it is irrevocable and in which an
irrevocable proxy is permitted by law.

          SECTION 9. Fixing of Record Date for Determining Stockholders
Entitled to Notice and to Vote at Meeting. The Board of Directors may set a
record date for the purpose of determining stockholders entitled to notice of,
and to vote at, any meeting of the stockholders. The record date for a
particular meeting shall be not more than ninety (90) nor fewer than ten (10)
days before the date of the meeting. All persons who were holders of record of
shares as of the record date of a meeting, and no others, shall be entitled to
vote at such meeting and any adjournment thereof.

          SECTION 10. Inspectors. The Board of Directors may, in advance of
any meeting of stockholders, appoint one (1) or more inspectors to act at the
meeting or at any adjournment of the meeting. If the inspectors shall not be
so appointed or if any of them shall fail to appear or act, the chairman of
the meeting may appoint inspectors. Each inspector, before entering upon the
discharge of his duties, shall, if required by the chairman of the meeting,
take and sign an oath to execute faithfully the duties of inspector of the
meeting with strict impartiality and according to the best of his ability. The
inspectors shall determine the number of shares outstanding and the voting
power of each share, the number of shares represented at the meeting, the
existence of a quorum and the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result and do those acts as are
proper to conduct the election or vote with fairness to all stockholders. On
request of the chairman of the meeting or any stockholder entitled to vote at
the meeting, the inspectors shall make a report in writing of any challenge,
request or matter determined by them and shall execute a certificate of any
fact found by them. No director or candidate for the office of director shall
act as inspector of an election of directors. Inspectors need not be
stockholders of the Corporation.

          SECTION 11. Consent of Stockholders in Lieu of Meeting. Except as
otherwise provided by statute or the Charter, any action required to be taken
at any annual or special meeting of stockholders, or any action that may be
taken at any annual or special meeting of the stockholders, may be taken
without a meeting, without prior notice and without a vote, if the following
are filed with the records of stockholders' meetings: (a) a unanimous written
consent that sets forth the action and is signed by each stockholder entitled
to vote on the matter and (b) a written waiver of any right to dissent signed
by each stockholder entitled to notice of the meeting but not entitled to vote
at the meeting.



                                      6
<PAGE>

          SECTION 12. Advance Notice of Stockholder Nominees for Director and
Other Stockholder Proposals.

          (a) Annual Meetings of Stockholders. (1) Nominations of individuals
for election to the Board of Directors and the proposal of other business to
be considered by the stockholders may be made at an annual meeting of
stockholders (i) pursuant to the Corporation's notice of meeting, (ii) by or
at the direction of the Board of Directors or (iii) by any stockholder of the
Corporation who was a stockholder of record both at the time of giving of
notice provided for in this Section 12(a) and at the time of the annual
meeting, who is entitled to vote at the meeting and who has complied with this
Section 12(a).

                  (2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (iii) of subsection
(1) of this Section 12(a), the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for action by the stockholders. To be timely, a
stockholder's notice shall set forth all information required under this
Section 12 and shall be delivered to the Secretary at the principal executive
office of the Corporation not less than ninety (90) days nor more than one
hundred twenty (120) days prior to the first anniversary of the date of
mailing of the notice for the preceding year's annual meeting; provided,
however, that in the event that the date of the mailing of the notice for the
annual meeting is advanced or delayed by more than thirty (30) days from the
first anniversary of the date of mailing of the notice for the preceding
year's annual meeting, notice by the stockholder to be timely must be so
delivered not earlier than the one hundred twentieth (120th) day prior to the
date of mailing of the notice for such annual meeting and not later than the
close of business on the later of the ninetieth (90th) day prior to the date
of mailing of the notice for such annual meeting or the tenth (10th) day
following the day on which public announcement of the date of mailing of the
notice for such meeting is first made. In no event shall the public
announcement of a postponement or adjournment of an annual meeting commence a
new time period for the giving of a stockholder's notice as described above.
Such stockholder's notice shall set forth (i) as to each individual whom the
stockholder proposes to nominate for election or reelection as a director, (A)
the name, age, business address and residence address of such individual, (B)
the class, series and number of any shares of stock of the Corporation that
are beneficially owned by such individual, (C) whether such stockholder
believes any such individual is, or is not, an "interested person" of the
Corporation (as defined in the Investment Company Act) and information
regarding such individual that is sufficient, in the discretion of the Board
of Directors or any committee thereof or any authorized officer of the
Corporation, to make such determination and (D) all other information relating
to such individual that is required to be disclosed in solicitations of
proxies for election of directors in an election contest (even if an election
contest is not involved), or is otherwise required, in each case pursuant to
Regulation 14A (or any successor provision) under the Exchange Act and the
rules thereunder (including such individual's written consent to being named
in the proxy statement as a nominee and to serving as a director if elected);
(ii) as to any other business that the stockholder proposes to bring before
the meeting, a description of the business desired to be brought before the
meeting, the reasons for proposing such business at the meeting and any
material interest in such business

                                      7
<PAGE>

of such stockholder and any Stockholder Associated Person (as defined below),
individually or in the aggregate, including any anticipated benefit to the
stockholder and any Stockholder Associated Person therefrom; (iii) as to the
stockholder giving the notice and any Stockholder Associated Person, the
class, series and number of all shares of stock of the Corporation which are
owned by such stockholder and by such Stockholder Associated Person, if any,
and the nominee holder for, and number of, shares owned beneficially but not
of record by such stockholder and by any such Stockholder Associated Person
and (iv) as to the stockholder giving the notice and any Stockholder
Associated Person covered by clauses (ii) or (iii) of subsection (2) of this
Section 12(a), the name and address of such stockholder, as they appear on the
Corporation's stock ledger and current name and address, if different, and of
such Stockholder Associated Person.

                  (3) Notwithstanding anything in this Section 12(a) to the
contrary, in the event the Board of Directors increases or decreases the maximum
or minimum number of directors in accordance with Article II, Section 2, and
there is no public announcement of such action at least one hundred (100) days
prior to the first anniversary of the date of mailing of the notice for the
preceding year's annual meeting, a stockholder's notice required by this
Section 12(a) shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive office of the
Corporation not later than the close of business on the tenth (10th) day
following the day on which such public announcement is first made by the
Corporation.

                  (4) For purposes of this Section 12, "Stockholder Associated
Person" of any stockholder shall mean (i) any person controlling, directly or
indirectly, or acting in concert with, such stockholder, (ii) any beneficial
owner of shares of stock of the Corporation owned of record or beneficially by
such stockholder and (iii) any person controlling, controlled by or under
common control with such Stockholder Associated Person.

          (b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting.
Nominations of individuals for election to the Board of Directors may be made
at a special meeting of stockholders at which directors are to be elected (i)
pursuant to the Corporation's notice of meeting, (ii) by or at the direction
of the Board of Directors or (iii) provided that the Board of Directors has
determined that directors shall be elected at such special meeting, by any
stockholder of the Corporation who is a stockholder of record both at the time
of giving of notice provided for in this Section 12 and at the time of the
special meeting, who is entitled to vote at the meeting and who complied with
the notice procedures set forth in this Section 12. In the event the
Corporation calls a special meeting of stockholders for the purpose of
electing one or more individuals to the Board of Directors, any such
stockholder may nominate an individual or individuals (as the case may be) for
election as a director as specified in the Corporation's notice of meeting, if
the stockholder's notice required by subsection (2) of Section 12(a) of this
Article I shall be delivered to the Secretary at the principal executive
office of the Corporation not earlier than the one hundred twentieth (120th)
day prior to such special meeting and not later than the close of business on
the later of the

                                      8
<PAGE>

ninetieth (90th) day prior to such special meeting or the tenth (10th) day
following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Board of Directors to
be elected at such meeting. In no event shall the public announcement of a
postponement or adjournment of a special meeting commence a new time period
for the giving of a stockholder's notice as described above.

          (c) General. (1) Upon written request by the Secretary or the Board
of Directors or any committee thereof, any stockholder proposing a nominee for
election as a director or any proposal for other business at a meeting of
stockholders shall provide, within five (5) Business Days of delivery of such
request (or such other period as may be specified in such request), written
verification, satisfactory, in the discretion of the Board of Directors or any
committee thereof or any authorized officer of the Corporation, to demonstrate
the accuracy of any information submitted by the stockholder pursuant to this
Section 12. If a stockholder fails to provide such written verification within
such period, the information as to which written verification was requested
may be deemed not to have been provided in accordance with this Section 12.

                  (2) Only such individuals who are nominated in accordance with
this Section 12 shall be eligible for election as directors, and only such
business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with this Section 12. The chairman of
the meeting shall have the power to determine whether a nomination or any other
business proposed to be brought before the meeting was made or proposed, as
the case may be, in accordance with this Section 12.

                  (3) For purposes of this Section 12, (a) the "date of mailing
of the notice" shall mean the date of the proxy statement for the solicitation
of proxies for election of directors and (b) "public announcement" shall mean
disclosure (i) in a press release reported by the Dow Jones News Service,
Associated Press or comparable news service or (ii) in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant
to the Exchange Act or the Investment Company Act.

                  (4) Notwithstanding the foregoing provisions of this Section
12, a stockholder shall also comply with all applicable requirements of state
law, the Exchange Act and the Investment Company Act and the rules and
regulations thereunder with respect to the matters set forth in this Section 12.
Nothing in this Section 12 shall be deemed to affect any right of a stockholder
to request inclusion of a proposal in, nor the right of the Corporation to omit
a proposal from, the Corporation's proxy statement pursuant to Rule 14a-8 (or
any successor provision) under the Exchange Act.


                                  ARTICLE II

                              BOARD OF DIRECTORS



                                      9
<PAGE>

          SECTION 1. General Powers. Except as otherwise provided in the
Charter, the business and affairs of the Corporation shall be managed under
the direction of the Board of Directors. All powers of the Corporation may be
exercised by or under authority of the Board of Directors except as conferred
on or reserved to the stockholders by law, by the Charter or by these Bylaws.

          SECTION 2. Number, Classification, Election and Term of Directors.
The number of directors shall be fixed from time to time by resolution of the
Board of Directors adopted by a majority of the directors then in office;
provided, however, that the number of directors shall in no event be fewer
than three (3) nor, subject to the charter of the Corporation, more than
eleven (11). Pursuant to the Corporation's election to be subject to Section
3-803 of the MGCL, the directors, excluding directors elected separately by
holders of preferred stock of the Corporation (the "Preferred Stock
Directors"), shall be divided into three classes, as nearly equal in number as
possible, with the term of office of the first class to expire at the first
subsequent annual meeting of stockholders, and the term of office of the
second class to expire at the second subsequent annual meeting of
stockholders, and the term of office of the third class to expire at the third
subsequent annual meeting of stockholders. At each annual meeting of
stockholders, successors to the class of directors whose term expires at that
annual meeting shall be elected for a three year term and the Preferred Stock
Directors, if any, shall be elected for a one year term, and each director
elected shall hold office until his successor is elected and qualifies, until
his death or until he shall have resigned or have been removed as provided in
these Bylaws, or as otherwise provided by statute or the Charter. Any vacancy
on the Board of Directors may be filled in accordance with Section 5 of this
Article II. No reduction in the number of directors shall have the effect of
removing any director from office prior to the expiration of his term unless
the director is specifically removed pursuant to Section 4 of this Article II
at the time of the decrease. A director need not be a stockholder of the
Corporation, a citizen of the United States or a resident of the State of
Maryland.

          SECTION 3. Resignation. A director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors
or to the President or the Secretary of the Corporation. Any resignation shall
take effect at the time specified in it or, should the time when it is to
become effective not be specified in it, immediately upon its receipt. Unless
the resignation states otherwise, acceptance of a resignation shall not be
necessary to make it effective.

          SECTION 4. Removal of Directors. Any director of the Corporation may
be removed by the stockholders, with or without cause, by a vote of a majority
of the votes entitled to be cast for the election of directors.

          SECTION 5. Vacancies. Subject to the provisions of the Investment
Company Act, any vacancies in the Board of Directors, whether arising from
death, resignation, removal or any other cause except an increase in the
number of directors, shall be filled by a vote of the majority of the
directors then in office even though that majority is less than a quorum,
provided that no vacancy or vacancies shall be filled by action of the
remaining directors if, after the filling of the vacancy or vacancies, fewer
than two-thirds of the directors then holding office shall have been elected
by the stockholders of the Corporation. A majority of the entire Board in
office at the time

                                      10
<PAGE>

of the increase may fill a vacancy that results from an increase in the number
of directors. In the event that at any time a vacancy exists in any office of
a director that may not be filled by the remaining directors, a special
meeting of the stockholders shall be held as promptly as possible and in any
event within sixty (60) days, for the purpose of filling the vacancy or
vacancies. Pursuant to the Corporation's election to be subject to Section
3-804(c)(3) of the MGCL, any director elected by the Board of Directors to
fill a vacancy shall hold office for the remainder of the full term of the
class of directors in which the vacancy occurred and until a successor is
elected and qualifies or until his earlier death, resignation or removal.

          SECTION 6. Place of Meetings. Meetings of the Board of Directors may
be held at any place that the Board of Directors may from time to time
determine or that is specified in the notice of the meeting.

          SECTION 7. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at the time and place determined by the
Board of Directors.

          SECTION 8. Special Meetings. Special meetings of the Board of
Directors may be called by a majority of the directors of the Corporation or
by the President.

          SECTION 9. Annual Meeting. The annual meeting of the Board of
Directors shall be held as soon as practicable after the meeting of
stockholders at which the directors were elected. No notice of such annual
meeting shall be necessary if held immediately after the adjournment, and at
the site, of the meeting of stockholders. If not so held, notice shall be
given as hereinafter provided for special meetings of the Board of Directors.

          SECTION 10. Notice of Special Meetings. Notice of each special
meeting of the Board of Directors shall be given by the Secretary or the
President as hereinafter provided. Each notice shall state the time and place
of the meeting and shall be delivered to each director, either personally or
by telephone or other standard form of telecommunication, at least twenty-four
(24) hours before the time at which the meeting is to be held, or by
first-class mail, postage prepaid, addressed to the director at his residence
or usual place of business, and mailed at least three (3) days before the day
on which the meeting is to be held.

          SECTION 11. Waiver of Notice of Meetings. Notice of any special
meeting need not be given to any director who shall, either before or after
the meeting, sign a written waiver of notice that is filed with the records of
the meeting or who shall attend the meeting.

          SECTION 12. Quorum and Voting. A majority of the members of the
entire Board of Directors shall be present in person at any meeting of the
Board so as to constitute a quorum for the transaction of business at the
meeting, and, except as otherwise expressly required by statute, the Charter,
these Bylaws, the Investment Company Act, or any other applicable statute, the
act of a majority of the directors present at any meeting at which a quorum is
present shall be the act of the Board. In the absence of a quorum at any
meeting of the Board, a majority of the directors present may adjourn the
meeting to another time and place, and notice of any adjourned meeting shall
be

                                      11
<PAGE>

given to the directors who were not present at the time of the adjournment
and, unless the time and place were announced at the meeting at which the
adjournment was taken, to the other directors. At any adjourned meeting at
which a quorum is present, any business may be transacted that might have been
transacted at the meeting as originally called.

          SECTION 13. Organization. The President or, in his absence or
inability to act, another director chosen by a majority of the directors
present shall act as chairman of the meeting and preside at the meeting. The
Secretary (or, in his absence or inability to act, any person appointed by the
chairman) shall act as secretary of the meeting and keep the minutes of the
meeting.

          SECTION 14. Committees. The Board of Directors may designate one (1)
or more committees of the Board of Directors, each consisting of one (1) or
more directors. To the extent provided in the resolution and permitted by law,
the committee or committees shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
Corporation. Any committee or committees shall have the name or names
determined from time to time by resolution adopted by the Board of Directors.
Each committee shall keep regular minutes of its meetings and provide those
minutes to the Board of Directors when required. 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 member.

          SECTION 15. Written Consent of Directors in Lieu of a Meeting.
Subject to the provisions of the Investment Company Act, any action required
or permitted to be taken at any meeting of the Board of Directors or of any
committee of the Board may be taken without a meeting if all members of the
Board or committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of the Board
or committee.

          SECTION 16. Telephone Conference. Members of the Board of Directors
or any committee of the Board may participate in any Board or committee
meeting by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
at the same time. Participation by such means shall constitute presence in
person at the meeting.

          SECTION 17. Compensation. Each director shall be entitled to receive
such compensation, if any, as may from time to time be fixed by the Board of
Directors, including a fee for each meeting of the Board or any committee
thereof, regular or special, he attends. Directors may also be reimbursed by
the Corporation for all reasonable expenses incurred in traveling to and from
the place of a Board or committee meeting.


                                  ARTICLE III

                        OFFICERS, AGENTS AND EMPLOYEES



                                      12
<PAGE>

          SECTION 1. Number and Qualifications. The officers of the
Corporation shall be a President, a Secretary and a Treasurer, each of whom
shall be elected by the Board of Directors. The Board of Directors may elect
or appoint one (1) or more Vice Presidents and may also appoint any other
officers, agents and employees it deems necessary or proper. Any two (2) or
more offices may be held by the same person, except the office of President
and Vice President, but no officer shall execute, acknowledge or verify in
more than one capacity any instrument required by law to be executed,
acknowledged or verified in more than one capacity. Officers shall be elected
by the Board of Directors each year at its first meeting held after the annual
meeting of stockholders, each to hold office until the meeting of the Board
following the next annual meeting of the stockholders and until his successor
shall have been duly elected and shall have qualified, until his death or
until he shall have resigned or have been removed, as provided by these
Bylaws. The Board of Directors may from time to time elect such officers
(including one or more Assistant Vice Presidents, one or more Assistant
Treasurers and one or more Assistant Secretaries) and may appoint, or delegate
to the President the power to appoint, such agents as may be necessary or
desirable for the business of the Corporation. Such other officers and agents
shall have such duties and shall hold their offices for such terms as may be
prescribed by the Board or by the appointing authority.

          SECTION 2. Resignations. Any officer of the Corporation may resign
at any time by giving written notice of his resignation to the Board of
Directors, the President or the Secretary. Any resignation shall take effect
at the time specified therein or, if the time when it shall become effective
is not specified therein, immediately upon its receipt. Unless otherwise
stated in the resignation, the acceptance of a resignation shall not be
necessary to make it effective.

          SECTION 3. Removal of Officer, Agent or Employee. Any officer, agent
or employee of the Corporation may be removed by the Board of Directors, with
or without cause, at any time if the Board of Directors in its judgment finds
that the best interests of the Corporation will be served thereby, and the
Board may delegate the power of removal as to agents and employees not elected
or appointed by the Board of Directors. Removal shall be without prejudice to
the person's contract rights, if any, but the appointment of any person as an
officer, agent or employee of the Corporation shall not of itself create
contract rights.

          SECTION 4. Vacancies. A vacancy in any office, whether arising from
death, resignation, removal or any other cause, may be filled for the
unexpired portion of the term of the office that shall be vacant, in the
manner prescribed in these Bylaws for the regular election or appointment to
the office.

          SECTION 5. Compensation. The compensation of the officers of the
Corporation shall be fixed by the Board of Directors, but this power may be
delegated to any officer with respect to other officers under his control.

          SECTION 6. Bonds or Other Security. If required by the Board, any
officer, agent or employee of the Corporation shall give a bond or other
security for the faithful performance of his duties, in an amount and with any
surety or sureties as the Board may require.



                                      13
<PAGE>

          SECTION 7. President. The President shall be the chief executive
officer of the Corporation and shall preside at all meetings of the
stockholders and of the Board of Directors. The President shall, subject to
the control of the Board of Directors, have general charge of the business and
affairs of the Corporation and may employ and discharge employees and agents
of the Corporation, except those elected or appointed by the Board, and he may
delegate these powers.

          SECTION 8. Vice President. Each Vice President shall have the powers
and perform the duties that the Board of Directors or the President may from
time to time prescribe.

          SECTION 9. Treasurer. Subject to the provisions of any contract that
may be entered into with any custodian pursuant to authority granted by the
Board of Directors, the Treasurer shall have charge of all receipts and
disbursements of the Corporation and shall have or provide for the custody of
the Corporation's funds and securities; he shall have full authority to
receive and give receipts for all money due and payable to the Corporation,
and to endorse checks, drafts and warrants, in its name and on its behalf, and
to give full discharge for the same; he shall deposit all funds of the
Corporation, except those that may be required for current use, in such banks
or other places of deposit as the Board of Directors may from time to time
designate; and he shall, in general, perform all duties incident to the office
of Treasurer and such other duties as may from time to time be assigned to him
by the Board of Directors or the President.

          SECTION 10. Secretary. The Secretary shall:

                  (a) Keep or cause to be kept, in one or more books provided
for the purpose, the minutes of all meetings of the Board of Directors, the
committees of the Board and the stockholders;

                  (b) See that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law;

                  (c) Be custodian of the records and the seal of the
Corporation and affix and attest the seal to all stock certificates of the
Corporation (unless the seal of the Corporation on such certificates shall be a
facsimile, as hereinafter provided) and affix and attest the seal to all other
documents to be executed on behalf of the Corporation under its seal;

                  (d) See that the books, reports, statements, certificates and
other documents and records required by law to be kept and filed are properly
kept and filed; and

                  (e) In general, perform all the duties incident to the office
of Secretary and such other duties as from time to time may be assigned to him
by the Board of Directors or the President.

          SECTION 11. Delegation of Duties. In case of the absence of any
officer of the Corporation, or for any other reason that the Board of
Directors may deem sufficient, the Board may

                                      14
<PAGE>

confer for the time being the powers or duties, or any of them, of such
officer upon any other officer or upon any director.


                                  ARTICLE IV

                                     STOCK

          SECTION 1. Stock Certificates. To the extent provided by the Board
of Directors, each holder of stock of the Corporation shall be entitled to
have a certificate or certificates representing shares of stock of the
Corporation owned by him. Such certificates shall be in a form approved by the
Board, signed by or in the name of the Corporation by the President or a Vice
President and by the Secretary or an Assistant Secretary or the Treasurer or
an Assistant Treasurer and sealed with the seal of the Corporation. Any or all
of the signatures or the seal on the certificate may be facsimiles. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before the certificate is issued, it may
nevertheless be issued by the Corporation with the same effect as if the
officer, transfer agent or registrar was still in office at the date of issue.

          SECTION 2. Stock Ledger. There shall be maintained a stock ledger
containing the name and address of each stockholder and the number of shares
of stock of each class the stockholder holds. The stock ledger may be in
written form or 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 principal office of the Corporation, at the
office of the transfer agent for such shares or at any other office or agency
specified by the Board of Directors.

          SECTION 3. Transfers of Shares. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only by the
registered holder of the shares, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary or with a
transfer agent or transfer clerk, and on surrender of the certificate or
certificates, if issued, for the shares properly endorsed or accompanied by a
duly executed stock transfer power and the payment of all taxes thereon.
Except as otherwise provided by law, the Corporation shall be entitled to
recognize the exclusive right of a person in whose name any share or shares
stand on the record of stockholders as the owner of the share or shares for
all purposes, including, without limitation, the rights to receive dividends
or other distributions and to vote as the owner, and the Corporation shall not
be bound to recognize any equitable or legal claim to or interest in any such
share or shares on the part of any other person.

          SECTION 4. Regulations. The Board of Directors may authorize the
issuance of uncertificated securities if permitted by law. If stock
certificates are issued, the Board of Directors may make any additional rules
and regulations, not inconsistent with these Bylaws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation. The Board may appoint, or authorize any officer or
officers to appoint, one or more

                                      15
<PAGE>

transfer agents or one or more transfer clerks and one or more registrars and
may require all certificates for shares of stock to bear the signature or
signatures of any of them.

          SECTION 5. Lost, Destroyed or Mutilated Certificates. The holder of
any certificate representing shares of stock of the Corporation shall
immediately notify the Corporation of its loss, destruction or mutilation, and
the Corporation may issue a new certificate of stock in the place of any
certificate issued by it that has been alleged to have been lost or destroyed
or that shall have been mutilated. The Board may, in its absolute discretion,
require the owner (or his legal representative) of a lost, destroyed or
mutilated certificate to give to the Corporation a bond in a sum, limited or
unlimited, and form and with any surety or sureties, as the Board in its
absolute discretion shall determine, to indemnify the Corporation against any
claim that may be made against it on account of the alleged loss or
destruction of any such certificate or issuance of a new certificate. Anything
herein to the contrary notwithstanding, the Board of Directors may, in its
absolute discretion, refuse to issue any such new certificate, except pursuant
to legal proceedings under the MGCL.

          SECTION 6. Fixing of Record Date for Dividends, Distributions, etc.
The Board may fix, in advance, a date not more than ninety (90) days preceding
the date fixed for the payment of any dividend or the making of any
distribution or the allotment of rights to subscribe for securities of the
Corporation, or for the delivery of evidences of rights or evidences of
interests arising out of any change, conversion or exchange of common stock or
other securities, as the record date for the determination of the stockholders
entitled to receive any such dividend, distribution, allotment, rights or
interests, and in such case only the stockholders of record at the time so
fixed shall be entitled to receive such dividend, distribution, allotment,
rights or interests.

          SECTION 7. Information to Stockholders and Others. Any stockholder
of the Corporation or his agent may, during the Corporation's usual business
hours, inspect and copy the Corporation's Bylaws, minutes of the proceedings
of its stockholders, annual statements of its affairs and voting trust
agreements on file at its principal office.


                                   ARTICLE V

                         INDEMNIFICATION AND INSURANCE

          SECTION 1. Indemnification of Directors and Officers. Any person who
was or is a party or is threatened to be made a party in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is a
current or former director or officer of the Corporation, or is or was serving
while a director or officer of the Corporation at the request of the
Corporation as a director, officer, partner, trustee, employee, agent or
fiduciary of another domestic or foreign corporation, partnership, joint
venture, trust, enterprise or employee benefit plan shall be indemnified by
the Corporation against judgments, penalties, fines, excise taxes, settlements
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit or proceeding to the

                                      16
<PAGE>

fullest extent permissible under the MGCL and the Investment Company Act, as
those statutes are now or hereafter in force, except that such indemnity shall
not protect any such person against any liability to the Corporation or any
stockholder thereof to which such person would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office ("disabling conduct").

          SECTION 2. Advances. Any current or former director or officer of
the Corporation claiming indemnification within the scope of this Article V
shall be entitled to advances from the Corporation for payment of the
reasonable expenses incurred by him in connection with proceedings to which he
is a party in the manner and to the fullest extent permissible under the MGCL
and the Investment Company Act, as those statutes are now or hereafter in
force; provided, however, that the person seeking indemnification shall
provide to the Corporation a written affirmation of his good faith belief that
the standard of conduct necessary for indemnification by the Corporation has
been met and a written undertaking to repay any such advance, if it should
ultimately be determined that the standard of conduct has not been met, and
provided further that at least one (1) of the following additional conditions
is met: (a) the person seeking indemnification shall provide a security in
form and amount acceptable to the Corporation for his undertaking; (b) the
Corporation is insured against losses arising by reason of the advance; or (c)
a majority of a quorum of directors of the Corporation who are neither
"interested persons" as defined in Section 2(a)(19) of the Investment Company
Act, nor parties to the proceeding ("disinterested non-party directors"), or
independent legal counsel, in a written opinion, shall determine, based on a
review of facts readily-available to the Corporation at the time the advance
is proposed to be made, that there is reason to believe that the person
seeking indemnification will ultimately be found to be entitled to
indemnification.

          SECTION 3. Procedure. At the request of any current or former
director or officer, or any employee or agent whom the Corporation proposes to
indemnify, the Board of Directors shall determine, or cause to be determined,
in a manner consistent with the MGCL and the Investment Company Act, as those
statutes are now or hereafter in force, whether the standards required by this
Article V and Section 2-418 of the MGCL have been met; provided, however, that
indemnification shall be made only following: (a) a final decision on the
merits by a court or other body before whom the proceeding was brought that
the person to be indemnified was not liable by reason of disabling conduct or
(b) in the absence of such a decision, a reasonable determination, based upon
a review of the facts, that the person to be indemnified was not liable by
reason of disabling conduct, by (i) the vote of a majority of a quorum of
disinterested non-party directors or (ii) an independent legal counsel in a
written opinion.

          SECTION 4. Indemnification of Employees and Agents. Employees and
agents who are not officers or directors of the Corporation may be
indemnified, and reasonable expenses may be advanced to such employees or
agents, in accordance with the procedures set forth in this Article V to the
extent permissible under the MGCL and the Investment Company Act, as those
statutes are now or hereafter in force, and to such further extent, consistent
with the foregoing, as may be provided by action of the Board of Directors or
by contract.



                                      17
<PAGE>

          SECTION 5. Other Rights. The indemnification provided by this
Article V shall not be deemed exclusive of any other right, with respect to
indemnification or otherwise, to which those seeking such indemnification may
be entitled under any insurance or other agreement, vote of stockholders or
disinterested directors or otherwise, both as to action by a director or
officer of the Corporation in his capacity as such and as to action by such
person in another capacity while holding such office or position, and shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

          SECTION 6. Insurance. The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or who, while a
director, officer, employee or agent of the Corporation, is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another domestic or foreign corporation,
partnership, joint venture, trust, enterprise or employee benefit plan,
against any liability asserted against and incurred by him in any such
capacity or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability.


                                  ARTICLE VI

                                     SEAL

          The seal of the Corporation shall be circular in form and shall bear
the name of the Corporation, the year of its incorporation, the words
"Corporate Seal" and "Maryland" and any emblem or device approved by the Board
of Directors. The seal may be used by causing it or a facsimile to be
impressed or affixed or in any other manner reproduced, or by placing the word
"(Seal)" adjacent to the signature of the authorized officer of the
Corporation.


                                  ARTICLE VII

                                  FISCAL YEAR

          SECTION 1. Fiscal Year. The Corporation's fiscal year shall be fixed
by the Board of Directors.

          SECTION 2. Accountant.

                  (a) The Corporation shall employ an independent public
accountant or a nationally-recognized firm of independent public accountants
as its Accountant to examine the accounts of the Corporation and to certify
financial statements of the Corporation. The Accountant's certificates and
reports shall be addressed both to the Board of Directors and to the
stockholders. The employment of the Accountant shall be conditioned upon the
right of the

                                      18
<PAGE>

Corporation to terminate the employment forthwith without any
penalty by vote of a majority of the outstanding voting securities at any
stockholders' meeting called for that purpose.

                  (b) A majority of the members of the Board of Directors who
are not "interested persons" (as such term is defined in the Investment Company
Act) of the Corporation shall select the Accountant at any meeting held within
thirty (30) days before or after the beginning of the fiscal year of the
Corporation or before the annual stockholders' meeting in that year. Such
selection shall be submitted for ratification or rejection at the next
succeeding annual stockholders' meeting. If such meeting shall reject such
selection, the Accountant shall be selected by majority vote of the
Corporation's outstanding voting securities, either at the meeting at which
the rejection occurred or at a subsequent meeting of stockholders called for
that purpose.

                  (c) Any vacancy occurring between annual meetings, due to the
resignation of the Accountant, may be filled by the vote of a majority of the
members of the Board of Directors who are not "interested persons" of the
Corporation, as that term is defined in the Investment Company Act, at a
meeting called for the purpose of voting on such action.


                                 ARTICLE VIII

                             CUSTODY OF SECURITIES

          SECTION 1. Employment of a Custodian. The Corporation shall place
and at all times maintain in the Custodian (including any sub-custodian for
the Custodian) all funds, securities and similar investments owned by the
Corporation. The Custodian (and any sub-custodian) shall be an institution
conforming to the requirements of Section 17(f) of the Investment Company Act,
and the rules of the Securities and Exchange Commission thereunder. The
Custodian shall be appointed from time to time by the Board of Directors,
which shall fix its remuneration.

          Subject to such rules, regulations and orders as the Securities and
Exchange Commission may adopt, the Corporation may direct the Custodian to
deposit all or any part of the securities owned by the Corporation in a system
for the central handling of securities established by a national securities
exchange or a national securities association registered with the Securities
and Exchange Commission, or otherwise in accordance with the Investment
Company Act, pursuant to which system all securities of any particular class
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, provided that all such deposits shall be subject to withdrawal
only upon the order of the Corporation or the Custodian.

          SECTION 2. Termination of Custodian Agreement. Upon termination of
the Custodian Agreement or inability of the Custodian to continue to serve,
the Board of Directors shall promptly appoint a successor Custodian, but in
the event that no successor Custodian can be found who has the required
qualifications and is willing to serve, the Board of Directors shall call as
promptly as possible a special meeting of the stockholders to determine
whether the Corporation

                                      19
<PAGE>

shall function without a Custodian or shall be liquidated. If so directed by
vote of the holders of a majority of the outstanding shares of stock entitled
to vote of the Corporation, the Custodian shall deliver and pay over all
property of the Corporation held by it as specified in such vote.


                                  ARTICLE IX

                                  AMENDMENTS

          These Bylaws may be amended or repealed by the affirmative vote of a
majority of the Board of Directors at any regular or special meeting of the
Board of Directors, subject to the requirements of the Investment Company Act.




Dated:  December 17, 2002

</TEXT>
</DOCUMENT>
