<DOCUMENT>
<TYPE>EX-99.2B
<SEQUENCE>10
<FILENAME>ex2-b.txt
<DESCRIPTION>EXHIBIT 2(B)
<TEXT>

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EXHIBIT (b)
AMENDED AND RESTATED BYLAWS OF THE FUND

                         AMENDED AND RESTATED BY-LAWS OF
                       BOULDER GROWTH & INCOME FUND, INC.

BYLAW 1. NAME OF COMPANY, LOCATION OF OFFICES AND SEAL.

     Article 1.1 Name. The name of the Company is Boulder Growth & Income Fund,
Inc.

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

     Article 1.3 Seal. The corporate seal of the Company shall be circular in
form and shall bear the name of the Company, the year of its incorporation and
the words "Corporate Seal, Maryland." The form of the seal shall be subject to
alteration by the Board of Directors and the seal may be used by causing it or a
facsimile to be impressed or affixed or printed or otherwise reproduced. Any
Officer or Director of the Company shall have authority to affix the corporate
seal of the Company to any document requiring the same.

BYLAW 2. STOCKHOLDERS.

     Article 2.1 Place of Meetings. All meetings of the stockholders shall be
held at such place within the United States, whether within or outside the State
of Maryland, as the Board of Directors shall determine which shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

     Article 2.2 Annual Meeting. The annual meeting of Stockholders of the
Company shall be held at such place as the Board of Directors shall select on
such date, during the 31-day period ending five months after the end of the
Company's fiscal year, as may be fixed by the Board of Directors each year, at
which time the Stockholders shall elect Directors by plurality vote, and
transact such other business as may properly come before the meeting. Any
business of the Company may be transacted at the annual meeting without being
specially designated in the notice except as otherwise provided by statute by
the Articles of Incorporation or by these By-Laws.

     Article 2.3 Special Meetings. Special meetings of the Stockholders for any
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation, may be called by resolution of the Board of Directors or by
the President, and shall be called by the Secretary at the request, in writing,
of a majority of the Board of Directors or at the request, in writing, of
Stockholders owning a majority of the votes entitled to be cast at the meeting,
upon payment by such Stockholders to the Company of the reasonably estimated
cost of preparing and mailing a notice of the meeting (which estimated cost
shall be provided to such Stockholders by the Secretary of the Company).
Notwithstanding the foregoing, unless requested by




<PAGE>

Stockholders entitled to cast a majority of the votes entitled to be cast at the
meeting, a special meeting of the Stockholders need not be called at the request
of Stockholders to consider any matter that is substantially the same as a
matter voted on at any special meeting of the Stockholders held during the
preceding 12 months. A written request shall state the purpose or purposes of
the proposed meeting.

     Article 2.4 Notice. Written notice of every meeting of Stockholders,
stating the purpose or purposes for which the meeting is called, the time when
and the place where it is to be held, shall be served, either personally or by
mail, not less than 10 nor more than 90 days before the meeting, upon each
Stockholder as of the record date fixed for the meeting who is entitled to
notice of or to vote at such meeting. If mailed, (i) such notice shall be
directed to a Stockholder at his address as it shall appear on the books of the
Company (unless he shall have filed with the Transfer Agent of the Company a
written request that notices intended for him be mailed to some other address,
in which case it shall be mailed to the address designated in such request) and
(ii) such notice shall be deemed to have been given as of the date when it is
deposited in the United States mail with first-class postage thereon prepaid.

     Article 2.5 Notice of Stockholder Business. At any annual or special
meeting of the Stockholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before an
annual or special meeting, the business must be (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (iii) otherwise properly brought before
the meeting by a Stockholder.

     For business to be properly brought before an annual or special meeting by
a Stockholder, the Stockholder must have given timely notice thereof in writing
to the Secretary of the Company. To be timely, any such notice must be delivered
to or mailed and received at the principal executive offices of the Company not
later than 60 days prior to the date of the meeting; provided, however, that if
less than 70 days' notice or prior public disclosure of the date of the meeting
is given or made to Stockholders, any such notice by a Stockholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which notice of the date of the annual or special meeting
was given or such public disclosure was made.

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

     Notwithstanding anything in these Bylaws to the contrary, no




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business shall be conducted at any annual or special meeting except in
accordance with the procedures set forth in this Article. The chairman of the
annual or special meeting shall, if the facts warrant, determine and declare to
the meeting that business was not properly brought before the meeting in
accordance with the provisions of this Article, and, if he should so determine,
he shall so declare to the meeting that any such business not properly brought
before meeting shall not be considered or transacted.

     Article 2.6 Quorum. The holders of one-half of the stock issued and
outstanding and entitled to vote, present in person or by proxy, shall be
requisite and shall constitute a quorum at all meetings of the Stockholders for
the transaction of business except as otherwise provided by statute, by the
Articles of Incorporation or by these Bylaws.

     If a quorum shall not be present or represented, the Stockholders entitled
to vote thereat, present in person or represented by proxy, shall have the power
to adjourn the meeting from time to time, without notice other than announcement
at the meeting, to a date not more than 120 days after the original record date,
until a quorum shall be present or represented. At such adjourned meeting, at
which a quorum shall be present or represented, any business which might have
been transacted at the original meeting may be transacted.

     Article 2.7 Vote of the Meeting. When a quorum is present or represented at
any meeting, a majority of the votes cast thereat shall decide any question
brought before such meeting (except for the election of directors, which shall
be by plurality vote), unless the question is one upon which, by express
provisions of applicable statutes, of the Articles of Incorporation or of these
Bylaws, a different vote is required, in which case such express provisions
shall govern and control the decision of such question.

     Article 2.8 Voting Rights of Stockholders. Each Stockholder of record
having the right to vote shall be entitled at every meeting of the Stockholders
of the Company to one vote for each share of stock having voting power standing
in the name of such Stockholder on the books of the Company on the record date
fixed in accordance with Article 6.5 of these Bylaws, with pro rata voting
rights for any fractional shares, and such votes may be cast either in person or
by proxy.

     Article 2.9 Organization. At every meeting of the Stockholders, the
Chairman of the Board, or in his absence or inability to act, the Vice Chairman
of the Board, if any, or in his absence or inability to act, a chairman chosen
by the Stockholders, shall act as chairman of the meeting. The Secretary, or in
his absence or inability to act, a person appointed by the chairman of the
meeting, shall act as secretary of the meeting and keep the minutes of the
meeting.

     Article 2.10 Proxies. Every proxy may be in writing and signed by the
Stockholder or by his duly authorized attorney-in-fact, or authorized by
telephone or via the Internet or otherwise electronically in a manner permitted
by Maryland law approved from time to time by the Board of Directors. No proxy
shall be valid after the expiration of eleven months from the date of its
execution unless it provides otherwise. Every proxy shall be revocable at the
pleasure




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of the person authorizing it or of his personal representatives or assigns.
Proxies shall be delivered prior to the meeting to the Secretary of the Company
or to the person acting as Secretary of the meeting before being voted. A proxy
with respect to stock held in the name of two or more persons shall be valid if
authorized by one of them unless, at or prior to exercise of such proxy, the
Company receives a specific written notice to the contrary from any one of them.
A proxy purporting to be authorized by or on behalf of a Stockholder shall be
deemed valid unless challenged at or prior to its exercise.

     Article 2.11 Stock Ledger and List of Stocks. It shall be the duty of the
Secretary or Assistant Secretary of the Company to cause an original or
duplicate stock ledger to be maintained at the office of the Company's Transfer
Agent.

     Article 2.12 Action without Meeting. Any action to be taken by Stockholders
may be taken without a meeting if (i) all Stockholders entitled to vote on the
matter consent to the action in writing, (ii) all Stockholders entitled to
notice of the meeting but not entitled to vote at it sign a written waiver of
any right to dissent and (iii) such consents and waivers are filed with the
records of the meetings of Stockholders. A consent shall be treated for all
purposes as a vote at a meeting.

BYLAW 3. BOARD OF DIRECTORS.

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

     Article 3.2 Board of Three to Twelve Directors. The Board of Directors
shall consist of not less than three (3) nor more than twelve (12) Directors;
provided that if there are less than three stockholders, the number of Directors
may be the same number as the number of stockholders but not less than one.
Directors need not be Stockholders. Subject to the first sentence of this
Article 3.2, a majority of the entire Board of Directors shall have power from
time to time, and at any time when the Stockholders as such are not assembled in
a meeting, regular or special, to increase or decrease the number of Directors.
If the number of Directors is increased, the additional Directors may be elected
by a majority of the Directors in office at the time of the increase. If such
additional Directors are not so elected by the Directors in office at the time
they increase the number of places on the Board, then in such event the
additional Directors shall be elected or re-elected by the Stockholders at their
next annual meeting or at an earlier special meeting called for that purpose.

     Beginning with the first annual meeting of Stockholders held after the
initial public offering of the shares of the Company (the "initial annual
meeting"), the Board of Directors shall be divided into three classes: Class I,
Class II and Class III. The terms of




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Office of the classes of Directors elected at the initial annual meeting shall
expire at the times of the annual meetings of the Stockholders as follows: Class
I on the next annual meeting, Class II on the second next annual meeting and
Class III on the third next annual meeting, or thereafter in each case when
their respective successors are elected and qualified. At each subsequent annual
election, the Directors chosen to succeed those whose terms are expiring shall
be identified as being of the same class as the Directors whom they succeed and
shall be elected for a term expiring at the time of the third succeeding annual
meeting of Stockholders, or thereafter in each case when their respective
successors are elected and qualified. The number of directorships shall be
apportioned among the classes so as to maintain the classes as nearly equal in
number as possible. If the Corporation issues Preferred Stock entitling the
holders to elect additional Directors in special circumstances and those special
circumstances arise, then the number of directors that the holders of the Common
Stock are entitled to elect shall be reduced to a number such that, when the
requisite number of directors has been elected by Preferred Stock holders, the
total number of directors shall not exceed 12 in number.

     Article 3.3 Director Nominations.

          3.3.1 Only persons who are nominated in accordance with the procedures
          set forth in this Article shall be eligible for election or
          re-election as Directors. Nominations of persons for election or
          re-election to the Board of Directors of the Company may be made at a
          meeting of Stockholders by or at the direction of the Board of
          Directors or by any Stockholder of the Company who is entitled to vote
          for the election of such nominee at the meeting and who complies with
          the notice procedures set forth in this Article.

          3.3.2 Such nominations, other than those made by or at the direction
          of the Board of Directors, shall be made pursuant to timely notice
          delivered in writing to the Secretary of the Company. To be timely,
          any such notice by a Stockholder must be delivered to or mailed and
          received at the principal executive offices of the Company not later
          than 60 days prior to the meeting; provided, however, that if less
          than 70 days' notice or prior public disclosure of the date of the
          meeting is given or made to Stockholders, any such notice by a
          Stockholder to be timely must be so received not later than the close
          of business on the 10th day following the day on which notice of the
          date of the meeting was given or such public disclosure was made.

          3.3.3 Any such notice by a Stockholder shall set forth (i) as to each
          person whom the Stockholder proposes to nominate for election or
          re-election as a Director, (A) the name, age, business address and
          residence address of such person, (B) the principal occupation or
          employment of such person, (C) the class and number of shares, if any,
          of the capital stock of the Company which are beneficially owned by
          such person and (D) any other information relating to such




<PAGE>

          person that is required to be disclosed in solicitations of proxies
          for the election of Directors pursuant to Section 20(a) of the
          Investment Company Act of 1940, as amended, and the rules and
          regulations thereunder, or Regulation 14A under the Securities
          Exchange Act of 1934 or any successor regulation thereto (including
          without limitation such person's written consent to being named in the
          proxy statement as a nominee and to serving as a Director if elected
          and whether any person intends to seek reimbursement from the Company
          of the expenses of any solicitation of proxies should such person be
          elected a Director of the Company; and (ii) as to the Stockholder
          giving the notice, (A) the name and address, as they appear on the
          Company's books, of such Stockholder and (B) the class and number of
          shares of the capital stock of the Company which are beneficially
          owned by such Stockholder. At the request of the Board of Directors,
          any person nominated by the Board of Directors for election as a
          Director shall furnish to the Secretary of the Company the information
          required to be set forth in a Stockholder's notice of nomination which
          pertains to the nominee.

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

     Article 3.4 Vacancies. Subject to the provisions of the Investment Company
Act of 1940, as amended, if the office of any Director or Directors becomes
vacant for any reason (other than an increase in the number of Directors), the
Directors in office, although less than a quorum, shall continue to act and may
choose a successor or successors, who shall hold office until the next election
of Directors, or any vacancy may be filled by the Stockholders at any meeting
thereof.

     Article 3.5 Removal. At any meeting of Stockholders duly called and at
which a quorum is present, the Stockholders may, by the affirmative vote of the
holders of at least 80% of the votes entitled to be cast thereon, remove any
Director or Directors from office, with or without cause, and may by a plurality
vote elect a successor or successors to fill any resulting vacancies for the
unexpired term of the removed Director.

     Article 3.6 Resignation. A Director may resign at any time by giving
written notice of his resignation to the Board of Directors or the Chairman or
the Vice Chairman, if any, the Board or the Secretary of the Company. Any
resignation shall take effect at the time




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specified in it or, should the time when it is to become effective not be
specified in it, immediately upon its receipt. Acceptance of a resignation shall
not be necessary to make it effective unless the resignation states otherwise.

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

     Article 3.8 Regular Meetings. Regular meetings of the Board may be held at
such date and time as shall from time to time be determined by resolution of the
Board.

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

     Article 3.10 Quorum. At all meetings of the Board, the presence of a
majority of the entire Board of Directors shall be necessary to constitute a
quorum and sufficient for the transaction of business, and any act of a majority
present at a meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute, by the
Articles of Incorporation or by these Bylaws. If a quorum shall not be present
at any meeting of Directors, the Directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     Article 3.11 Organization. The Board of Directors shall designate one of
its members to serve as Chairman of the Board. The Chairman of the Board shall
preside at each meeting of the Board. In the absence or inability of the
Chairman of the Board to act, another Director chosen by a majority of the
Directors present, shall act as chairman of the meeting and preside at the
meeting. The Secretary (or, in his absence or inability to act, any person
appointed by the chairman) shall act as secretary of the meeting and keep the
minutes of the meeting.

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

     Article 3.13 Executive Committee. There may be an Executive Committee of
two or more Directors appointed by the Board who may meet




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at stated times or on notice to all by any of their own number. The Executive
Committee shall consult with and advise the Officers of the Company in the
management of its business and exercise such powers of the Board of Directors as
may be lawfully delegated by the Board of Directors. Vacancies shall be filled
by the Board of Directors at any regular or special meeting. The Executive
Committee shall keep regular minutes of its proceedings and report the same to
the Board when required.

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

     Article 3.15 Other Committees. The Board of Directors may appoint other
committees which shall in each case consist of such number of members (but not
less than two) and shall have and may exercise, to the extent permitted by law,
such powers as the Board may determine in the resolution appointing them. A
majority of all members of any such committee may determine its action, and fix
the time and place of its meetings, unless the Board of Directors shall
otherwise provide. The Board of Directors shall have power at any time to change
the members and, to the extent permitted by law, to change the powers of any
such committee, to fill vacancies and to discharge any such committee.

     Article 3.16 Compensation of Directors. The Board may, by resolution,
determine what compensation and reimbursement of expenses of attendance at
meetings, if any, shall be paid to Directors in connection with their service on
the Board or on various committees of the Board. Nothing herein contained shall
be construed to preclude any Director from serving the Company in any other
capacity or from receiving compensation therefor.

BYLAW 4. OFFICERS.

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

     Article 4.2 Appointment of Officers. The Directors shall appoint the
officers, who need not be members of the Board.

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

     Article 4.4 Salaries of Officers. The salaries of all Officers




<PAGE>

of the Company shall be fixed by the Board of Directors.

     Article 4.5 Term, Removal, Vacancies. The Officers of the Company shall
serve at the pleasure of the Board of Directors and hold office for one year and
until their successors are chosen and qualify in their stead. Any officer
elected or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the entire Board of Directors. If the office
of any Officer becomes vacant for any reason, the vacancy shall be filled by the
Board of Directors.

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

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

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

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

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

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

     Article 4.10 Subordinate Officers. The Board of Directors from time to time
may appoint such other officers or agents as it may deem advisable, each of whom
shall serve at the pleasure of the Board of Directors and have such title, hold
such office for such period, have such authority and perform such duties as the
Board of Directors may determine. The Board of Directors from time to time may
delegate to one or more officers or agents the power to appoint any such




<PAGE>

subordinate officers or agents and to prescribe their respective rights, terms
of office, authorities and duties.

     Article 4.11 Surety Bonds. The Board of Directors may require any officer
or agent of the Company to execute a bond (including, without limitation, any
bond required by the Investment Company Act of 1940, as amended, and the rules
and regulations of the Securities and Exchange Commission) to the Company in
such sum and with such surety or sureties as the Board of Directors may
determine, conditioned upon the faithful performance of his duties to the
Company, including responsibility for negligence and for the accounting of any
of the Company's property, funds or securities that may come into his hands.

BYLAW 5. GENERAL PROVISIONS.

     Article 5.1 Waiver of Notice. Whenever the Stockholders or the Board of
Directors are authorized by statute, the provisions of the Articles of
Incorporation or these Bylaws to take any action at any meeting after notice,
such notice may be waived, in writing, before or after the holding of the
meeting, by the person or persons entitled to such notice, or, in the case of a
Stockholder, by his duly authorized attorney-in-fact.

     Article 5.2 Indemnity.

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

          5.2.2 Any current or former director or officer of the Company seeking
          indemnification within the scope of this Article shall be entitled to
          advances from the Company for payment of reasonable expenses incurred
          by him in connection with the matter as to which he is seeking
          indemnification in the manner and to the fullest extent permissible
          under the Maryland General Corporation Law without a preliminary
          determination of entitlement to indemnification (except as provided
          below). The person seeking indemnification shall provide to the
          Company a




<PAGE>

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

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

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

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

          5.2.6 References in this Article are to the Maryland General




<PAGE>

          Corporation Law and to the Investment Company Act of 1940, as amended.
          No amendment to these Bylaws shall affect any right of any person
          under this Article based on any event, omission or proceeding prior to
          the amendment.

     Article 5.3 Insurance. The Company may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Company or who, while a director, officer, employee or agent of the Company, is
or was serving at the request of the Company as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise or employee benefit plan,
against any liability asserted against and incurred by such person in any such
capacity or arising out of such person's position; provided that no insurance
may be purchased by the Company on behalf of any person against any liability to
the Company or to its Stockholders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office.

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

     Article 5.5 Fiscal Year. The fiscal year of the Company shall be determined
by resolution of the Board of Directors.

BYLAW 6. CERTIFICATES OF STOCK.

     Article 6.1 Certificates of Stock. The interest, except fractional
interests, of each stockholder of the Company shall be evidenced by certificates
for shares of stock in such form as the Board of Directors may from time to time
prescribe. The certificates shall be numbered and entered in the books of the
Company as they are issued. They shall exhibit the holder's name and the number
of whole shares and no certificate shall be valid unless it has been signed by
the Chairman of the Board, the President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
of the Corporation and sealed with its seal, or bears the facsimile signatures
of such officers and a facsimile of such seal. In case any of the officers of
the Company whose manual or facsimile signature appears on any stock certificate
delivered to a Transfer Agent of the Company shall cease to be such Officer
prior to the issuance of such certificate, the Transfer Agent may nevertheless
countersign and deliver such certificate as though the person signing the same
or whose facsimile signature appears thereon had not ceased to be such officer,
unless written instructions of the Company to the contrary are delivered to the
Transfer Agent.

     Article 6.2 Lost, Stolen or Destroyed Certificates. The Board of Directors,
or the President together with the Treasurer or Secretary, may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Company, alleged to have been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed, or by his legal representative. When authorizing




<PAGE>

such issue of a new certificate, the Board of Directors, or the President and
Treasurer or Secretary, may, in its or their discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to advertise the same in
such manner as it or they shall require and/or give the Company a bond in such
sum and with such surety or sureties as it or they may direct as indemnity
against any claim that may be made against the Company with respect to the
certificate alleged to have been lost, stolen or destroyed for such newly issued
certificate.

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

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

     Article 6.5 Record Date. The Board of Directors may fix a time not less
than 10 nor more than 90 days prior to the date of any meeting of stockholders
as the time as of which Stockholders are entitled to notice of, and to vote at,
such a meeting; and all such persons who were holders of record of voting stock
at such time, and no other, shall be entitled to notice of, and to vote at, such
meeting or to express their consent or dissent, as the case may be. If no record
date has been fixed, the record date for the determination of Stockholders
entitled to notice of, or to vote at, a meeting of Stockholders shall be the
later of the close of business on the day on which notice of the meeting is
mailed or the thirtieth (30th) day before the meeting, or, if notice is waived
by all Stockholders at the close of business on the tenth (10th) day immediately
preceding the day on which the meeting is held. The Board of Directors may also
fix a time not exceeding 90 days preceding the date fixed for the payment of any
dividend or the making of any distribution, or for the delivery of evidences of
rights, or evidences of interests arising out of any change, conversion or
exchange of capital stock, as a record time for the determination of the
Stockholder entitled to receive any such dividend. distribution, rights or
interests.

     Article 6.6 Stock Ledgers. The stock ledgers of the Company, containing the
names and addresses of the Stockholders and the number of shares held by them
respectively, shall be kept at the principal offices of the Company or at such
other location as may be authorized




<PAGE>

by the Board of Directors from time to time, except that an original or
duplicate stock ledger shall be maintained at the office of the Company's
Transfer Agent.

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

BYLAW 7. CERTAIN TRANSACTIONS

     Article 7.1 Certain Transactions. Except as otherwise provided in this
Bylaw, at least eighty percent (80%) of the votes of the Company's Common Stock,
in addition to the affirmative vote of at least eighty percent (80%) of the
entire Board of Directors, shall be necessary to effect any of the following
actions:

          7.1.1 Any amendment to these Bylaws or the Articles of Incorporation
          to make the Company's Common Stock a "redeemable security" or to
          convert the Company from a "closed-end company" to an "open-end
          company" (as such terms are defined in the Investment Company Act of
          1940, as amended), unless the Continuing Directors (as hereinafter
          defined) of the Company, by a vote of at least eighty percent (80%) of
          such Directors, approve such amendment in which case the affirmative
          vote of a majority of the votes entitled to be cast by the holders of
          the Company's Common Stock to be voted on the matter shall be required
          to approve such actions unless otherwise provided in the Articles of
          Incorporation or unless otherwise required by law;

          7.1.2 Any stockholder proposal as to specific investment decisions
          made or to be made with respect to the Company's assets;

          7.1.3 Any proposal as to the voluntary liquidation or dissolution of
          the Company or any amendment to the Articles of Incorporation to
          terminate the existence of the Company, unless the Continuing
          Directors of the Company, by a vote of at least eighty percent (80%)
          of such Directors, approve such proposal in which case the affirmative
          vote of a majority of the votes entitled to be cast by stockholders
          shall be required to approve such actions unless otherwise provided in
          the Articles of Incorporation or unless otherwise required by law; or

          7.1.4 Any Business Combination (as hereinafter defined) unless either
          the condition in clause (A) below is satisfied, or all of the
          conditions in clauses (B), (C), (D), (E) and (F) below are satisfied,
          in which case Article




<PAGE>

          7.5 below shall apply:

               (A) The Business Combination shall have been approved by a vote
               of at least eighty percent (80%) of the Continuing Directors.

               (B) The aggregate amount of cash and the Fair Market Value (as
               hereinafter defined), as of the date of the consummation of the
               Business Combination, of consideration other than cash to be
               received per share by holders of any class of outstanding Voting
               Stock (as hereinafter defined) in such Business Combination shall
               be at least equal to the higher of the following:

                    (x)  the highest per share price (including any brokerage
                         commissions, transfer taxes and soliciting dealers'
                         fees) paid by an Interested Party (as hereinafter
                         defined) for any shares of such Voting Stock acquired
                         by it (aa) within the two-year period immediately prior
                         to the first public announcement of the proposal of the
                         Business Combination (the "Announcement Date"), or
                         (bb)(i) in the Threshold Transaction (as hereinafter
                         defined), or (ii) in any period between the Threshold
                         Transaction and the consummation of the Business
                         Combination, whichever is higher; and

                    (xi) the net asset value per share of such Voting Stock on
                         the Announcement Date or on the date of the Threshold
                         Transaction, whichever is higher.

               (C) The consideration to be received by holders of the particular
               class of outstanding Voting Stock shall be in case or in the same
               form as the Interested Party has previously paid for shares of
               any class of Voting Stock. If the Interested Party had paid for
               shares of any class of Voting Stock with varying forms of
               consideration, the form of consideration for such class of Voting
               Stock shall be either cash or the form used to acquire the
               largest number of shares of such class of Voting Stock previously
               acquired by it.

               (D) After the occurrence of the Threshold Transaction, and prior
               to the consummation of such Business Combination, such Interested
               Party shall not have become the beneficial owner of any
               additional shares of Voting Stock except by virtue of the
               Threshold Transaction.

               (E) After the occurrence of the Threshold Transaction, such
               Interested Party shall not have received the benefit, directly or
               indirectly (except proportionately as a shareholder of the
               Company), of any loans, advances, guarantees, pledges or other




<PAGE>

               financial assistance or any tax credits or other tax advantages
               provided by the Company, whether in anticipation of or in
               connection with such Business Combination or otherwise.

               (F) A proxy or information statement describing the proposed
               Business Combination and complying with the requirements of the
               Securities and Exchange Act of 1934 and the Investment Company
               Act of 1940, as amended, and the rules and regulations thereunder
               (or any subsequent provisions replacing such Acts, rules or
               regulations) shall be prepared and mailed by the Interested
               Party, at such Interested Party's expense, to the shareholders of
               the Company at least 30 days prior to the consummation of such
               Business Combination (whether or not such proxy or information
               statement is required to be mailed pursuant to such Acts or
               subsequent provisions).

     Article 7.2 Definitions. For the purposes of this Bylaw:

          7.2.1 "Business Combination" shall mean any of the transactions
          described or referred to in any one or more of the following
          subparagraphs:

               (A) any merger, consolidation or share exchange of the Company
               with or into any other person;

               (B) any sale, lease, exchange, mortgage, pledge, transfer or
               other disposition (in one transaction or a series of transactions
               in any 12 month period) to or with any other person of any assets
               of the Company having an aggregate Fair Market Value of
               $1,000,000 or more except for portfolio transactions of the
               Company effected in the ordinary course of the Company's
               business;

               (C) the issuance or transfer by the Company (in one transaction
               or a series of transactions in any 12 month period) of any
               securities of the Company to any other person in exchange for
               cash, securities, or other property (or a combination thereof)
               having an aggregate Fair Market Value of $1,000,000 or more
               excluding (x) sales of any securities of the Company in
               connection with a public offering or private placement thereof,
               (y) issuances of any securities of the Company pursuant to a
               dividend reinvestment and cash purchase plan adopted by the
               Company and (z) issuances of any securities of the Company upon
               the exercise of any stock subscription rights distributed by the
               Company.

          7.2.2 "Continuing Director" means any member of the Board of Directors
          of the Company who is not an Interested Party or an Affiliate (as
          hereinafter defined) of an Interested Party and (a) has been a member
          of the Board of Directors for a period of at least 12 months or (b)
          was elected at the Special Meeting of Shareholders on January 23,
          2002, or is a successor of a Continuing Director who is unaffiliated




<PAGE>

          with an Interested Party and is recommended to succeed a Continuing
          Director by a majority of the Continuing Directors then on the Board
          of Directors.

          7.2.3 "Interested Party" shall mean any person, other than an
          investment company advised by an investment adviser approved by the
          Board of Directors at the January 23, 2002 meeting of the Board of
          Directors, or any of its Affiliates, which enter, or proposes to
          enter, into a Business Combination with the Company.

          7.2.4 "Person" shall mean an individual, a corporation, a trust or a
          partnership.

          7.2.5 "Voting Stock: shall mean capital stock of the Company entitled
          to vote generally in the election of directors.

          7.2.6 A person shall be a "beneficial owner" of any Voting Stock:

               (A) which such person or any of its Affiliates or Associates (as
               hereinafter defined) beneficially owns, directly or indirectly;
               or

               (B) which such person or any of its Affiliates or Associates has
               the right to acquire (whether such right is exercisable
               immediately or only after the passage of time), pursuant to any
               agreement, arrangement, or understanding or upon the exercise
               conversion rights, exchange rights, warrants or options, or

               (C) which is beneficially owned, directly or indirectly, by any
               other person with which such person or any of its Affiliates or
               Associates has any agreement, arrangement or understanding for
               the purpose of acquiring, holding, voting or disposing of any
               shares of Voting Stock.

          7.2.7 "Affiliate" and "Associate" shall have the respective meanings
          ascribed to such terms in Rule 12b-2 of the General Rules and
          Regulations under the Securities Exchange Act of 1934.

          7.2.8 "Fair Market Value" means:

               (A) in the case of stock, the highest closing sale price during
               the 30-day period immediately preceding the relevant date of a
               share of such stock on the New York Stock Exchange, or if such
               stock is not listed on such Exchange, on the principal United
               States securities exchange registered under the Securities
               Exchange Act of 1934 on which such stock is listed, or, if such
               stock is not listed on any such exchange, the highest closing
               sale price (if such stock is a National Market System security)
               or the highest closing bid quotation (if such stock is not a
               National Market System security) with respect to a share of such
               stock during the 30-day period preceding the relevant date on the
               National Association of Securities Dealers, Inc. Automated
               Quotation System (NASDAQ) or any system then in use, or if no
               such




<PAGE>

               quotations are available, the fair market value on the relevant
               date of the share of such stock as determined by at least eighty
               percent (80%) of the Continuing Directors in good faith, and

               (B) in the case of property other than cash or stock, the fair
               market value of such property on the relevant date as determined
               by at least eighty percent (80%) of the Continuing Directors in
               good faith.

          7.2.9 "Threshold Transaction" means the transaction by or as a result
          of which an Interested Party first becomes the beneficial owner of
          Voting Stock.

     Article 7.3 In the event of any Business Combination in which the Company
survives, the phrase "consideration other than cash to be received" as used in
subparagraph 7.1.4(B) above shall include the shares of Common Stock and/or the
shares of any other class of outstanding Voting Stock retained by the holders of
such shares.

     Article 7.4 Continuing Directors of the Company, acting by a vote of at
least 80% of the Continuing Directors, shall have the power and duty to
determine, on the basis of information known to them after reasonable inquiry,
all facts necessary to determine (a) the number of shares of Voting Stock
beneficially owned by any person, (b) whether a person is an Affiliate or
Associate of another, (c) whether the requirements of subparagraph 7.1.4 above
have been met with respect to any Business Combination, and (d) whether the
assets which are the subject of any Business Combination have, or the
consideration to be received for the issuance or transfer of securities by the
Company in any Business Combination has, an aggregate Fair Market Value of
$1,000.000 or more.

     Article 7.5 If any Business Combination described in subparagraph 7.2.1(A)
or 7.2.1(B) (if the transfer or other disposition constitutes a transfer of all
or substantially all of the assets of the Company with respect to which
shareholder approval is required under the Maryland General Company Law) is
approved by a vote of eighty percent (80%) of the Continuing Directors or all of
the conditions in subparagraph 7.1.4(B), (C), (D), (E) and (F) are satisfied, a
majority of the votes entitled to be cast by stockholders shall be required to
approve such transaction unless otherwise provided in the Charter or unless
otherwise required by law. If any other Business Combination is approved by a
vote of eighty percent (80%) of the Continuing Directors or all of the
conditions in subparagraph 7.1.4(B), (C), (D), (E) and (F) are satisfied, no
stockholder vote shall be required to approve such transaction unless otherwise
provided in the Charter or unless otherwise required by law.

BYLAW 8. AMENDMENTS.

     Article 8.1 General. Except as provided in the next succeeding sentence and
in the Articles of Incorporation, all Bylaws of the Company, whether adopted by
the Board of Directors or the stockholders, shall be subject to amendment,
alteration or repeal, and new Bylaws may be made, by the affirmative vote of a
majority of either: (a) the holders of record of the outstanding shares of stock
of the Company entitled to vote, at any annual or special meeting, the




<PAGE>

notice or waiver of notice of which shall have specified or summarized the
proposed amendment, alteration, repeal or new Bylaw; or (b) the Directors, at
any regular or special meeting, the notice or waiver of notice of which shall
have specified or summarized the proposed amendment, alteration, repeal or new
Bylaw. The provisions of Bylaws Article 2.5, Article 3.2, Article 3.3, Article
3.5, BYLAW 7 and Article 8.1 of these Bylaws shall be subject to amendment,
alteration or repeal by (i) the affirmative vote of the holders of record of
eighty percent (80%) of the outstanding shares of stock of the Company entitled
to vote, at any annual or special meeting, the notice or waiver of notice of
which shall have specified or summarized the proposed amendment, alteration or
repeal or (ii) the Board of Directors including the affirmative vote of eighty
percent (80%) of the Continuing Directors, at any regular or special meeting,
the notice or waiver of notice of which shall have specified or summarized the
proposed amendment, alteration or repeal.

Dated: January 23, 2002
Amended July 22, 2002
Amended August 12, 2002
Amended October 14, 2002




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