<DOCUMENT>
<TYPE>EX-99.2B
<SEQUENCE>6
<FILENAME>bbifbylaws051804.txt
<DESCRIPTION>EXHIBIT (2)(B) AMENDED AND RESTATED BYLAWS
<TEXT>
EXHIBIT 99.(2)(b)
AMENDED AND RESTATED BYLAWS


                       BOULDER GROWTH & INCOME FUND, INC.

                            AMENDED & RESTATED BYLAWS

                                    ARTICLE I

                                     OFFICES

     Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the
State of Maryland  shall be located at such place as the Board of Directors  may
designate.

     Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices,
including a principal executive office, at such places as the Board of Directors
may from time to time determine or the business of the Corporation may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

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

     Section 2. ANNUAL MEETING.  In 2004, 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 and place set
by the Board of Directors during the month of May. Commencing in 2005, 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 and place set by the Board of  Directors  during  the month of April in
each year.

     Section 3. SPECIAL MEETINGS.

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

          (b) Special Meetings Requested by Stockholders.

               (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  fixing of a record  date to
          determine the stockholders  entitled to request a special meeting (the
          "Request Record Date").  The Request Record Date shall be the Business
          Day (as defined below) immediately  following the date the Record Date
          Request Notice is received by the  Secretary.  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 a writing  accompanying  the Record Date  Request
          Notice), 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 Exchange Act of 1934, as amended (the "Exchange Act").

<PAGE>

               (2) In order for any  stockholder  to request a special  meeting,
          the following shall be delivered to the Secretary: One or more written
          requests for a special  meeting signed by  stockholders  of record (or
          their agents duly authorized in a writing accompanying the request) as
          of the Request Record Date entitled to cast not less than  twenty-five
          percent  (the  "Special  Meeting  Percentage")  of all  of  the  votes
          entitled to be cast at such meeting (the "Special  Meeting  Request").
          In  addition,  the  Special  Meeting  Request  (a) shall set forth the
          purpose of the meeting  and the matters  proposed to be acted on at it
          (which  shall be  limited  to those  lawful  matters  set forth in the
          Record Date Request Notice received by the Secretary),  (b) shall bear
          the date of signature of each such stockholder (or such agent) signing
          the Special Meeting Request, (c) shall set forth the name and address,
          as they appear in the Corporation's books, of each stockholder signing
          such  request  (or on whose  behalf  the  Special  Meeting  Request is
          signed) and the class, 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  by  such   stockholder
          beneficially but not of record,  (d) shall be sent to the Secretary by
          registered mail, return receipt  requested,  and (e) shall be received
          by the  Secretary  within 30 days after the Request  Record Date.  Any
          requesting   stockholder  (or  agent  duly  authorized  in  a  writing
          accompanying the revocation or the Special Meeting Request) may revoke
          his,  her or its request for a special  meeting at any time by written
          revocation delivered to the Secretary.

               (3) The Secretary shall inform the requesting stockholders of the
          reasonably  estimated  cost of  preparing  and  mailing  the notice of
          meeting (including the Corporation's  proxy materials).  The Secretary
          shall not be  required  to call a  special  meeting  upon  stockholder
          request and such meeting shall not be held unless,  in addition to the
          documents  required by paragraph  (2) above,  the  Secretary  receives
          payment of such reasonably  estimated cost prior to the mailing of any
          notice of the meeting.  The Board of  Directors  may revoke the notice
          for  any  Stockholder   Requested   Meeting  (defined  below)  if  the
          requesting  stockholders  fail to comply with the  provisions  of this
          paragraph (3).

               (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
          Chairman  of the  Board,  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 be less  than 60 nor more than 90 days  after the  record
          date for such  meeting  (the  "Meeting  Record  Date");  and  provided
          further that if the Board of  Directors  fails to designate a date and
          time for a  Stockholder  Requested  Meeting  within ten days after the
          date that a valid Special Meeting Request is received by the Secretary
          (the  "Delivery  Date"),  then such meeting shall be held at 2:00 p.m.
          local time on the 90th day after the  Meeting  Record Date or, if such
          90th day is not a Business Day, on the first  preceding  Business Day;
          and  provided  further  that in the event that the Board of  Directors
          fails to designate a place for a Stockholder  Requested Meeting within
          ten days after the Delivery  Date,  then such meeting shall be held at
          the principal  executive office of the  Corporation.  In fixing a date
          for any special  meeting,  the Chairman of the Board, 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 30 days after the Delivery Date,  then the close
          of  business  on the 30th day after  the  Delivery  Date  shall be the
          Meeting Record Date.

<PAGE>

               (5) If written  revocations  of requests for the special  meeting
          have  been   delivered  to  the  Secretary  and  the  result  is  that
          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  have delivered,  and not revoked,  requests for a
          special  meeting to the  Secretary,  the Secretary  shall:  (i) if the
          notice of meeting has not been mailed, refrain from mailing the notice
          of the meeting and send to all  requesting  stockholders  who have not
          revoked  such  requests  written  notice  that the  requisite  Special
          Meeting  Percentage has not been met because of such  revocations,  or
          (ii) if the notice of  meeting  has been  mailed and if the  Secretary
          first  sends to all  requesting  stockholders  who  have  not  revoked
          requests for a special  meeting  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,  revoke the notice of
          the meeting at any time before ten days before the commencement 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,  the  Chairman  of the Board 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)  three  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 the Special Meeting  Percentage.  Nothing
          contained  in this  paragraph  (6)  shall in any way be  construed  to
          suggest or imply that the Corporation or any stockholder  shall not be
          entitled to contest the  validity of any  request,  whether  during or
          after such three  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).

<PAGE>

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

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

     Subject  to  Section  11(a)  of  this  Article  II,  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. 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 and
representatives  and 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) determining  when the polls should be opened and closed;  (f)
maintaining  order and security at the meeting;  (g) 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 (h)  concluding a
meeting or recessing or adjourning the meeting to a later date and time and at a
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.

<PAGE>

     Section 6.  QUORUM.  The  presence  in person or by proxy of the holders of
shares of stock of the  Corporation  entitled  to cast a  majority  of the votes
entitled to be cast (without  regard to class) shall  constitute a quorum at any
meeting of the stockholders,  except with respect to any such matter that, under
applicable statutes or regulatory requirements,  requires approval by a separate
vote of one or more classes of stock, in which case the presence in person or by
proxy of the holders of shares entitled to cast a majority of the votes entitled
to be cast by each such class on such a matter shall  constitute a quorum.  This
section shall not affect any requirement under any statute or the charter of the
Corporation for the vote necessary for the adoption of any measure.

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

     The  stockholders  present either in person or by proxy, at a meeting which
has been duly called and  convened,  may  continue to  transact  business  until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

     Section  7.  VOTING.  A  plurality  of all the votes  cast at a meeting  of
stockholders duly called and at which a quorum is present shall be sufficient to
elect a director.  Each share may be voted for as many  individuals as there are
directors  to be elected  and for whose  election  the share is  entitled  to be
voted. A majority of the votes cast at a meeting of stockholders duly called and
at which a quorum is present  shall be  sufficient  to approve any other  matter
which may  properly  come  before the  meeting,  unless more than or less than a
majority  of the votes cast is  required  by  statute  or by the  charter of the
Corporation.  Unless otherwise provided in the charter,  each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote at a meeting of stockholders.

     Section 8. PROXIES. A stockholder may cast the votes entitled to be cast by
the  shares of stock  owned of record by the  stockholder  in person or by proxy
executed by the stockholder or by the stockholder's duly authorized agent in any
manner  permitted by law. Such proxy or evidence of  authorization of such proxy
shall be filed with the Secretary of the  Corporation  before or at the meeting.
No proxy shall be valid more than eleven months after its date unless  otherwise
provided in the proxy.

<PAGE>

     Section 9.  VOTING OF STOCK BY CERTAIN  HOLDERS.  Stock of the  Corporation
registered in the name of a corporation,  partnership, trust or other entity, if
entitled  to be voted,  may be voted by the  President  or a Vice  President,  a
general partner or trustee thereof,  as the case may be, or a proxy appointed by
any of the  foregoing  individuals,  unless  some  other  person  who  has  been
appointed  to vote  such  stock  pursuant  to a  bylaw  or a  resolution  of the
governing body of such  corporation or other entity or agreement of the partners
of a  partnership  presents  a  certified  copy of  such  bylaw,  resolution  or
agreement,  in which case such person may vote such stock. Any director or other
fiduciary may vote stock registered in his or her name as such fiduciary, either
in person or by proxy.

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

     Section 10. INSPECTORS.  The Board of Directors, in advance of any meeting,
may,  but need not,  appoint one or more  individual  inspectors  or one or more
entities that  designate  individuals as inspectors to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more  inspectors.  In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by  appointment  made by the Board of Directors in advance
of the meeting or at the meeting by the chairman of the meeting. The inspectors,
if any, shall determine the number of shares outstanding and the voting power of
each,  the shares  represented  at the meeting,  the existence of a quorum,  the
validity and effect of proxies,  and shall receive  votes,  ballots or consents,
hear and determine all challenges and questions  arising in connection  with the
right to vote, count and tabulate all votes, ballots or consents,  and determine
the result,  and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. Each such report shall be in writing and signed by
him or her or by a majority of them if there is more than one  inspector  acting
at such meeting.  If there is more than one inspector,  the report of a majority
shall be the report of the inspectors. The report of the inspector or inspectors
on the number of shares represented at the meeting and the results of the voting
shall be prima facie evidence thereof.

     Section 11. 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 by the  stockholder  as provided  for in this Section and at
          the time of the annual meeting, who is entitled to vote at the meeting
          and who has complied with this Section.

<PAGE>

               (2) For  nominations  or other  business to be  properly  brought
          before an annual meeting by a stockholder  pursuant to clause (iii) of
          paragraph  (a)(1) of this Section 11, 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 11 and shall be
          delivered to the  Secretary at the principal  executive  office of the
          Corporation  later than 5:00  p.m.,  Mountain  Time,  on the 120th day
          prior to the first  anniversary  of the date of  mailing of the notice
          for the preceding year's annual meeting;  provided,  however,  that in
          the event that the date of the annual  meeting is  advanced or delayed
          by more  than 30 days from the  first  anniversary  of the date of the
          preceding  year's  annual  meeting,  notice by the  stockholder  to be
          timely must be so delivered not later than 5:00 p.m.,  Mountain  Time,
          on the later of the 120th day prior to the date of such annual meeting
          or the tenth day following the day on which public announcement of the
          date of such  meeting  is first  made.  The public  announcement  of a
          postponement  or adjournment of an annual meeting shall not 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) the date such shares were  acquired  and the
          investment  intent of such  acquisition,  (D) whether such stockholder
          believes any such individual is, or is not, an "interested  person" of
          the Corporation,  as defined in the Investment Company Act of 1940, as
          amended, and the rules promulgated thereunder (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 (E) 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
          such business,  the reasons for proposing such business at the meeting
          and any material interest in such business of such stockholder and any
          Stockholder  Associated Person (as defined below),  individually or in
          the aggregate,  including any  anticipated  benefit to the stockholder
          and the  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; (iv) as to the stockholder giving
          the notice and any  Stockholder  Associated  Person covered by clauses
          (ii) or (iii) of this  paragraph (2) of this Section  11(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;  and (v) to the  extent  known by the
          stockholder  giving  the  notice,  the name and  address  of any other
          stockholder  supporting  the nominee for election or  reelection  as a
          director  or the  proposal  of  other  business  on the  date  of such
          stockholder's notice.

<PAGE>

               (3) For  purposes  of this  Section 11,  "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 11
     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  11. 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 paragraph  (2) of this Section 11(a) shall be delivered to the Secretary
     at the principal  executive  office of the  Corporation not later than 5:00
     p.m.,  Mountain  Time,  on the later of the 120th day prior to such special
     meeting or the tenth day following the day on which public  announcement is
     first made of the date of the special meeting and of the nominees  proposed
     by the  Board of  Directors  to be  elected  at such  meeting.  The  public
     announcement  of a postponement  or adjournment of a special  meeting shall
     not 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 Business Days
          of delivery of such  request (or such other period as may be specified
          in  such  request),   written  verification,   satisfactory,   in  the
          reasonable  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 11. 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 11.

               (2) Only such  individuals  who are nominated in accordance  with
          this  Section 11 shall be eligible  for  election by  stockholders  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 11. The  chairman of the meeting  shall
          have the  power to  determine,  in his or her  reasonable  discretion,
          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 11.

<PAGE>

               (3) For  purposes of this Section 11, (a) the "date of mailing of
          the  notice"  shall mean 3  business  days after 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,
          Business  Wire,  PR Newswire 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 11,
          a stockholder  shall also comply with all applicable  requirements  of
          state law, the Exchange Act and the rules and  regulations  thereunder
          and of any other applicable laws with respect to the matters set forth
          in this  Section  11.  Nothing  in this  Section 11 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 III

                                    DIRECTORS

     Section 1. GENERAL  POWERS.  The  business  and affairs of the  Corporation
shall be managed under the direction of its Board of Directors.

     Section 2.  NUMBER AND  TENURE.  At any  regular  meeting or at any special
meeting called for that purpose, a majority of the entire Board of Directors may
establish,  increase  or decrease  the number of  directors,  provided  that the
number  thereof  shall  never be less than the  minimum  number  required by the
Maryland  General  Corporation  Law (the  "MGCL"),  nor more than 5, and further
provided  that,  except with  respect to the terms of  directors  elected by the
holders  of  preferred  stock of the  Corporation,  the  tenure  of  office of a
director shall not be affected by any decrease in the number of directors

     Section 3. ANNUAL AND REGULAR  MEETINGS.  An annual meeting of the Board of
Directors  shall be held  immediately  after and at the same place as the annual
meeting of stockholders, no notice other than this Bylaw being necessary. In the
event such  meeting  is not so held,  the  meeting  may be held at such time and
place as shall  be  specified  in a notice  given as  hereinafter  provided  for
special  meetings of the Board of  Directors.  Regular  meetings of the Board of
Directors  shall be held from time to time at such  places and times as provided
by the Board of Directors without notice.

     Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the  chairman of the Board of  Directors,  the
President  or by a  majority  of the  directors  then in  office.  The person or
persons  authorized  to call special  meetings of the Board of Directors may fix
any place as the place for holding any special meeting of the Board of Directors
called by them. The Board of Directors may provide, by resolution,  the time and
place for the  holding of special  meetings  of the Board of  Directors  without
notice other than such resolution.

<PAGE>

     Section 5. NOTICE.  Notice of any special meeting of the Board of Directors
shall be  delivered  personally  or by  telephone,  electronic  mail,  facsimile
transmission,  United  States  mail or  courier to each  director  at his or her
business  or  residence  address.   Notice  by  personal  delivery,   telephone,
electronic mail or facsimile transmission shall be given at least 24 hours prior
to the meeting.  Notice by United States mail shall be given at least three days
prior to the meeting.  Notice by courier  shall be given at least two days prior
to the meeting.  Telephone  notice shall be deemed to be given when the director
or his or her agent is personally given such notice in a telephone call to which
the  director or his or her agent is a party.  Electronic  mail notice  shall be
deemed to be given  upon  transmission  of the  message to the  electronic  mail
address given to the Corporation by the director.  Facsimile transmission notice
shall be deemed to be given upon  completion of the  transmission of the message
to the  number  given  to the  Corporation  by the  director  and  receipt  of a
completed answer-back indicating receipt.  Notice by United States mail shall be
deemed to be given when deposited in the United States mail properly  addressed,
with postage thereon prepaid. Notice by courier shall be deemed to be given when
deposited  with or  delivered  to a  courier  properly  addressed.  Neither  the
business to be transacted at, nor the purpose of, any annual, regular or special
meeting  of the  Board  of  Directors  need  be  stated  in the  notice,  unless
specifically required by statute or these Bylaws.

     Section 6. QUORUM.  A majority of the directors  shall  constitute a quorum
for  transaction of business at any meeting of the Board of Directors,  provided
that, if less than a majority of such  directors are present at said meeting,  a
majority of the  directors  present  may  adjourn the meeting  from time to time
without  further  notice,  and provided  further that if, pursuant to applicable
law, the charter of the Corporation or these Bylaws, the vote of a majority of a
particular group of directors is required for action, a quorum must also include
a majority of such group.

     The directors  present at a meeting which has been duly called and convened
may  continue  to  transact  business  until  adjournment,  notwithstanding  the
withdrawal of enough directors to leave less than a quorum.

     Section 7. VOTING. The action of the majority of the directors present at a
meeting  at which a  quorum  is  present  shall be the  action  of the  Board of
Directors,  unless the concurrence of a greater  proportion is required for such
action by applicable statute or the charter.  If enough directors have withdrawn
from a meeting to leave less than a quorum but the meeting is not adjourned, the
action of the majority of the  directors  still present at such meeting shall be
the  action of the  Board of  Directors,  unless  the  concurrence  of a greater
proportion is required for such action by applicable law or the charter.

     Section 8.  ORGANIZATION.  At each meeting of the Board of  Directors,  the
chairman of the board or, in the absence of the  chairman,  the Vice chairman of
the board,  if any,  shall act as Chairman.  In the absence of both the chairman
and Vice chairman of the board, the chief executive officer or in the absence of
the chief executive officer, the President or in the absence of the President, a
director chosen by a majority of the directors  present,  shall act as Chairman.
The  Secretary  or,  in  his or  her  absence,  an  Assistant  Secretary  of the
Corporation, or in the absence of the Secretary and all Assistant secretaries, a
person appointed by the Chairman, shall act as secretary of the meeting.

<PAGE>

     Section 9. TELEPHONE  MEETINGS.  Directors may  participate in a meeting by
means of a conference telephone or other communications equipment if all persons
participating  in the  meeting  can hear each other at the same  time;  provided
however,  this Section 9 does not apply to any action of the directors  pursuant
to the  Investment  Company Act that requires a vote of the directors to be cast
in person  at the  meeting.  Participation  in a meeting  by these  means  shall
constitute presence in person at the meeting.

     Section 10. CONSENT BY DIRECTORS WITHOUT A MEETING.  Any action required or
permitted  to be taken at any  meeting  of the Board of  Directors  may be taken
without a meeting, if a consent in writing or by electronic transmission to such
action is given by each director and is filed with the minutes of proceedings of
the Board of Directors;  provided however, this Section 10 does not apply to any
action of the directors  pursuant to the Investment  Company Act that requires a
vote of the directors to be cast in person at the meeting.

     Section 11. VACANCIES.  If for any reason any or all the directors cease to
be directors,  such event shall not terminate  the  Corporation  or affect these
Bylaws or the powers of the remaining  directors  hereunder  (even if fewer than
three  directors  remain).  Any vacancy on the Board of Directors  for any cause
other than an increase in the number of directors  shall be filled by a majority
of the remaining  directors,  even if such  majority is less than a quorum.  Any
vacancy  in the number of  directors  created  by an  increase  in the number of
directors may be filled by a majority vote of the entire Board of Directors. Any
individual so elected as director  shall serve until the next annual  meeting of
stockholders and until his or her successor is elected and qualifies.

     Section 12. COMPENSATION. Directors shall not receive any stated salary for
their  services as directors  but, by resolution of the Board of Directors,  may
receive  compensation  per year  and/or  per  meeting  and/or  per visit to real
property  or other  facilities  owned or leased by the  Corporation  and for any
service or activity they performed or engaged in as directors.  Directors may be
reimbursed  for  expenses  of  attendance,  if any, at each  annual,  regular or
special  meeting of the Board of Directors or of any  committee  thereof and for
their  expenses,  if any, in connection  with each property  visit and any other
service or  activity  they  performed  or engaged in as  directors;  but nothing
herein  contained  shall be construed to preclude any directors from serving the
Corporation in any other capacity and receiving compensation therefor.

     Section 13.  LOSS OF  DEPOSITS.  No  director  shall be liable for any loss
which may occur by reason of the failure of the bank, trust company, savings and
loan  association,  or other  institution  with whom  moneys or stock  have been
deposited or custodied.

     Section 14.  SURETY  BONDS.  Unless  required by law, no director  shall be
obligated to give any bond or surety or other  security for the  performance  of
any of his or her duties.

<PAGE>

     Section 15.  RELIANCE.  Each director,  officer,  employee and agent of the
Corporation  shall,  in the performance of his or her duties with respect to the
Corporation,  be fully justified and protected with regard to any act or failure
to act in reliance  in good faith upon the books of account or other  records of
the  Corporation,  upon  an  opinion  of  counsel  or upon  reports  made to the
Corporation by any of its officers or employees or by the adviser,  accountants,
appraisers or other experts or consultants selected by the Board of Directors or
officers of the  Corporation,  regardless  of whether such counsel or expert may
also be a director.

     Section 16.  COMMON STOCK  DIRECTORS.  At such time as the  Corporation  is
required by law to have greater than a majority of its  directors be persons who
are not  "interested  persons" of the  Corporation (as defined in the Investment
Company  Act),  in the event the  Corporation  has any class of preferred  stock
outstanding  permitting preferred stockholders to elect two members of the Board
of Directors and so long as the preferred  stockholders  have the right to elect
such Directors,  no Directors nominated to represent the common stockholders may
be an "interested person" (as defined in the Investment Company Act).

                                   ARTICLE IV

                                   COMMITTEES

     Section 1. NUMBER,  TENURE AND  QUALIFICATIONS.  The Board of Directors may
appoint from among its members an Executive  Committee,  an Audit  Committee,  a
Nominating Committee and other committees, composed of one or more directors, to
serve at the pleasure of the Board of Directors.

     Section 2.  POWERS.  The Board of  Directors  may  delegate  to  committees
appointed  under  Section 1 of this  Article  any of the  powers of the Board of
Directors, except as prohibited by law.

     Section 3.  MEETINGS.  Notice of committee  meetings  shall be given in the
same manner as notice for special meetings of the Board of Directors. A majority
of the members of the committee shall constitute a quorum for the transaction of
business at any meeting of the committee. The act of a majority of the committee
members  present at a meeting shall be the act of such  committee.  The Board of
Directors  may designate a chairman of any  committee,  and such chairman or, in
the absence of a chairman,  any two  members of any  committee  (if there are at
least two  members of the  Committee)  may fix the time and place of its meeting
unless the Board shall  otherwise  provide.  In the absence of any member of any
such committee,  the members thereof present at any meeting, whether or not they
constitute a quorum,  may appoint  another  director to act in the place of such
absent member. Each committee shall keep minutes of its proceedings.

     Section  4.  TELEPHONE  MEETINGS.  Members of a  committee  of the Board of
Directors  may  participate  in a meeting by means of a conference  telephone or
other communications  equipment if all persons  participating in the meeting can
hear each other at the same  time.  Participation  in a meeting  by these  means
shall constitute presence in person at the meeting, except as otherwise required
under the Investment Company Act.

<PAGE>

     Section 5. CONSENT BY COMMITTEES WITHOUT A MEETING.  Any action required or
permitted  to be taken at any meeting of a committee  of the Board of  Directors
may be taken  without  a  meeting,  if a consent  in  writing  or by  electronic
transmission  to such  action is given by each  member of the  committee  and is
filed with the minutes of proceedings of such committee.

     Section  6.  VACANCIES.  Subject  to the  provisions  hereof,  the Board of
Directors  shall  have the power at any time to  change  the  membership  of any
committee,  to fill all vacancies, to designate alternate members to replace any
absent or disqualified member or to dissolve any such committee.  Subject to the
power of the Board,  the members of the  committee  shall have the power to fill
any vacancies on the committee.

                                    ARTICLE V

                                    OFFICERS

     Section 1.  GENERAL  PROVISIONS.  The  officers  of the  Corporation  shall
include a President,  a Secretary  and a Treasurer and may include a chairman of
the board, a Vice chairman of the board, a chief executive officer,  one or more
Vice Presidents,  a chief operating officer,  a chief financial officer,  one or
more Assistant  secretaries and one or more Assistant  Treasurers.  In addition,
the Board of Directors may from time to time elect such other officers with such
powers and duties as they shall deem necessary or desirable. The officers of the
Corporation shall be elected annually by the Board of Directors, except that the
chief  executive  officer or President may from time to time appoint one or more
Vice  Presidents,  Assistant  secretaries  and  Assistant  Treasurers  or  other
officers.  Each officer  shall hold office until his or her successor is elected
and qualifies or until his or her death, or his or her resignation or removal in
the manner  hereinafter  provided.  Any two or more offices except President and
Vice  President may be held by the same person.  Election of an officer or agent
shall not of itself create  contract  rights  between the  Corporation  and such
officer or agent.

     Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation
may be  removed,  with or without  cause,  by the Board of  Directors  if in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so  removed.  Any  officer of the  Corporation  may resign at any time by giving
written notice of his or her resignation to the Board of Directors, the chairman
of the board, the President or the Secretary.  Any resignation shall take effect
immediately  upon its receipt or at such later time  specified  in the notice of
resignation.  The acceptance of a resignation  shall not be necessary to make it
effective unless otherwise stated in the resignation.  Such resignation shall be
without prejudice to the contract rights, if any, of the Corporation.

     Section 3. VACANCIES. A vacancy in any office may be filled by the Board of
Directors for the balance of the term.

     Section 4. CHIEF EXECUTIVE OFFICER.  The Board of Directors may designate a
chief  executive  officer.  The  chief  executive  officer  shall  have  general
responsibility  for  implementation  of  the  policies  of the  Corporation,  as
determined by the Board of Directors, and for the management of the business and
affairs of the  Corporation.  He or she may  execute any deed,  mortgage,  bond,
contract or other instrument,  except in cases where the execution thereof shall
be  expressly  delegated  by the Board of  Directors  or by these Bylaws to some
other  officer or agent of the  Corporation  or shall be  required  by law to be
otherwise  executed;  and in general  shall  perform all duties  incident to the
office of chief executive  officer and such other duties as may be prescribed by
the Board of Directors from time to time.

<PAGE>

     Section 5. CHIEF OPERATING OFFICER.  The Board of Directors may designate a
chief  operating   officer.   The  chief   operating   officer  shall  have  the
responsibilities  and duties as set forth by the Board of Directors or the chief
executive officer.

     Section 6. CHIEF FINANCIAL OFFICER.  The Board of Directors may designate a
chief  financial   officer.   The  chief   financial   officer  shall  have  the
responsibilities  and duties as set forth by the Board of Directors or the chief
executive officer.

     Section 7. CHAIRMAN OF THE BOARD.  The Board of Directors shall designate a
chairman of the board. The chairman of the board shall preside over the meetings
of the Board of Directors and of the  stockholders at which he shall be present.
The chairman of the board shall  perform such other duties as may be assigned to
him or her by the Board of Directors.

     Section 8.  PRESIDENT.  In the absence of a chief  executive  officer,  the
President shall in general supervise and control all of the business and affairs
of the Corporation. In the absence of a designation of a chief operating officer
by the Board of Directors,  the President shall be the chief operating  officer.
He or she may execute any deed,  mortgage,  bond,  contract or other instrument,
except in cases where the execution thereof shall be expressly  delegated by the
Board of  Directors  or by these  Bylaws to some  other  officer or agent of the
Corporation or shall be required by law to be otherwise executed; and in general
shall  perform  all duties  incident to the office of  President  and such other
duties as may be prescribed by the Board of Directors from time to time.

     Section 9. VICE PRESIDENTS. In the absence of the President or in the event
of a vacancy in such office,  the Vice  President (or in the event there is more
than one Vice President, the Vice Presidents in the order designated at the time
of their  election or, in the absence of any  designation,  then in the order of
their  election)  shall  perform the duties of the  President and when so acting
shall have all the powers of and be  subject  to all the  restrictions  upon the
President;  and  shall  perform  such  other  duties as from time to time may be
assigned to such Vice  President by the  President or by the Board of Directors.
The Board of Directors may  designate  one or more Vice  Presidents as executive
Vice  President,  senior Vice  Presidents,  or as Vice  President for particular
areas of responsibility.

     Section  10.  SECRETARY.  The  Secretary  shall (a) keep the minutes of the
proceedings  of the  stockholders,  the Board of Directors and committees of the
Board of Directors in one or more books provided for that purpose;  (b) see that
all notices are duly given in accordance  with the provisions of these Bylaws or
as required by law; (c) be custodian of the corporate records and of the seal of
the  Corporation;  (d)  keep a  register  of the  post  office  address  of each
stockholder which shall be furnished to the Secretary by such  stockholder;  (e)
have general charge of the stock transfer books of the  Corporation;  and (f) in
general perform such other duties as from time to time may be assigned to him by
the chief executive officer, the President or by the Board of Directors.

<PAGE>

     Section 11. TREASURER.  The Treasurer shall keep full and accurate accounts
of receipts and  disbursements  in books  belonging to the Corporation and shall
deposit all moneys and other  valuable  effects in the name and to the credit of
the  Corporation  in such  depositories  as may be  designated  by the  Board of
Directors.  In the absence of a designation of a chief financial  officer by the
Board of Directors,  the Treasurer shall be the chief  financial  officer of the
Corporation. The Treasurer shall disburse the funds of the Corporation as may be
ordered  by  the  Board  of   Directors,   taking   proper   vouchers  for  such
disbursements,  and shall render to the President and Board of Directors, at the
regular  meetings of the Board of  Directors  or whenever it may so require,  an
account  of all  his or  her  transactions  as  Treasurer  and of the  financial
condition  of the  Corporation.  If  required  by the  Board of  Directors,  the
Treasurer  shall give the Corporation a bond in such sum and with such surety or
sureties as shall be  satisfactory  to the Board of  Directors  for the faithful
performance  of the duties of his or her office and for the  restoration  to the
Corporation,  in case of his or her death,  resignation,  retirement  or removal
from  office,  of all books,  papers,  vouchers,  moneys and other  property  of
whatever kind in his or her possession or under his or her control  belonging to
the Corporation.

     Section 12. ASSISTANT SECRETARIES AND ASSISTANT  TREASURERS.  The Assistant
secretaries and Assistant Treasurers,  in general,  shall perform such duties as
shall be assigned to them by the Secretary or Treasurer, respectively, or by the
President or the Board of Directors. The Assistant Treasurers shall, if required
by the Board of  Directors,  give bonds for the  faithful  performance  of their
duties in such sums and with such surety or sureties as shall be satisfactory to
the Board of Directors.

<PAGE>

                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1. CONTRACTS.  The Board of Directors,  the Executive  Committee or
another  committee of the Board of Directors  within the scope of its  delegated
authority  may  authorize  any officer or agent to enter into any contract or to
execute  and  deliver  any  instrument  in the  name  of and  on  behalf  of the
Corporation and such authority may be general or confined to specific instances.
Any  agreement,  deed,  mortgage,  lease or other  document  shall be valid  and
binding upon the  Corporation  when duly authorized or ratified by action of the
Board of  Directors  or the  Executive  Committee  or such other  committee  and
executed by an authorized person.

     Section 2. CHECKS AND DRAFTS.  All checks,  drafts or other  orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the  Corporation  shall be signed by such officer or agent of the Corporation in
such manner as shall from time to time be determined by the Board of Directors.

     Section 3. DEPOSITS.  All funds of the Corporation  shall be deposited from
time to time to the credit of the Corporation in such banks,  trust companies or
other depositories as the Board of Directors may designate.

                                   ARTICLE VII

                                      STOCK

     Section 1. CERTIFICATES. In the event that the Corporation issues shares of
stock  represented by  certificates,  such  certificates  shall be signed by the
officers of the Corporation in the manner  permitted by the MGCL and contain the
statements  and  information  required  by the  MGCL.  In  the  event  that  the
Corporation issues shares of stock without  certificates,  the Corporation shall
provide  to  holders  of such  shares a  written  statement  of the  information
required by the MGCL to be included on stock certificates.

     Section 2. TRANSFERS WHEN  CERTIFICATES  ARE ISSUED.  Upon surrender to the
Corporation or the transfer agent of the Corporation of a stock certificate duly
endorsed  or  accompanied  by  proper  evidence  of  succession,  assignment  or
authority to transfer,  the  Corporation  shall issue a new  certificate  to the
person entitled  thereto,  cancel the old certificate and record the transaction
upon its books. The Corporation  shall be entitled to treat the holder of record
of any share 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 on the part of any other  person,  whether  or not it shall  have  express or
other notice thereof,  except as otherwise  provided by the laws of the State of
Maryland.  Notwithstanding  the  foregoing,  transfers of shares of any class of
stock will be subject in all respects to the charter of the  Corporation and all
of the terms and conditions contained therein.

<PAGE>

     Section 3. REPLACEMENT CERTIFICATE. The President, Secretary or any officer
designated by the Board of Directors may direct a new  certificate  to be issued
in place of any certificate previously issued by the Corporation alleged to have
been lost,  stolen or destroyed  upon the making of an affidavit of that fact by
the person  claiming  the  certificate  to be lost,  stolen or  destroyed.  When
authorizing  the issuance of a new  certificate,  an officer  designated  by the
Board of Directors may, in his or her discretion and as a condition precedent to
the  issuance  thereof,  require  the owner of such  lost,  stolen or  destroyed
certificate  or the owner's legal  representative  to advertise the same in such
manner as he shall require and/or to give bond, with sufficient  surety,  to the
Corporation  to  indemnify  it  against  any loss or claim  which may arise as a
result of the issuance of a new certificate.

     Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of
Directors  may set,  in advance,  a record  date for the purpose of  determining
stockholders  entitled to notice of or to vote at any meeting of stockholders or
determining  stockholders  entitled  to receive  payment of any  dividend or the
allotment  of  any  other  rights,  or in  order  to  make  a  determination  of
stockholders for any other proper purpose.  Such date, in any case, shall not be
prior to the close of  business on the day the record date is fixed and shall be
not more than 90 days and,  in the case of a meeting of  stockholders,  not less
than ten  days,  before  the date on which  the  meeting  or  particular  action
requiring such determination of stockholders of record is to be held or taken.

     In lieu of fixing a record date,  the Board of  Directors  may provide that
the stock transfer books shall be closed for a stated period but not longer than
20 days. If the stock  transfer  books are closed for the purpose of determining
stockholders entitled to notice of or to vote at a meeting of stockholders, such
books shall be closed for at least ten days before the date of such meeting.  If
no record  date is fixed and the stock  transfer  books are not  closed  for the
determination  of  stockholders,  (a) the record date for the  determination  of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of  business on the day on which the notice of meeting is mailed
or the 30th day before the meeting, whichever is the closer date to the meeting;
and (b) the  record  date for the  determination  of  stockholders  entitled  to
receive  payment of a dividend or an  allotment of any other rights shall be the
close of business on the day on which the resolution of the directors, declaring
the dividend or allotment of rights, is adopted.

     When a  determination  of  stockholders  entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment  thereof,  except when (i) the  determination  has been
made through the closing of the transfer  books and the stated period of closing
has expired or (ii) the meeting is  adjourned to a date more than 120 days after
the record date fixed for the  original  meeting,  in either of which case a new
record date shall be determined as set forth herein.

     Section 5. STOCK LEDGER.  The  Corporation  shall maintain at its principal
office or at the office of its  accountants  or transfer  agent,  an original or
duplicate share ledger  containing the name and address of each  stockholder and
the number of shares of each class held by such stockholder.

<PAGE>

     Section 6. FRACTIONAL STOCK;  ISSUANCE OF UNITS. The Board of Directors may
issue  fractional  stock or provide for the issuance of scrip, all on such terms
and under  such  conditions  as they may  determine.  Notwithstanding  any other
provision of the charter or these Bylaws, the Board of Directors may issue units
consisting of different securities of the Corporation.  Any security issued in a
unit shall have the same  characteristics as any identical  securities issued by
the  Corporation,  except that the Board of  Directors  may  provide  that for a
specified  period  securities  of the  Corporation  issued  in such  unit may be
transferred on the books of the Corporation only in such unit.

                                  ARTICLE VIII

                                 ACCOUNTING YEAR

     The Board of Directors shall have the power,  from time to time, to fix the
fiscal year of the Corporation by a duly adopted resolution.

                                   ARTICLE IX

                                  DISTRIBUTIONS

     Section 1. AUTHORIZATION.  Dividends and other distributions upon the stock
of the Corporation  may be authorized by the Board of Directors,  subject to the
provisions  of law and the  charter  of the  Corporation.  Dividends  and  other
distributions may be paid in cash, property or stock of the Corporation, subject
to the provisions of law and the charter.

     Section  2.  CONTINGENCIES.  Before  payment  of  any  dividends  or  other
distributions,  there  may be set aside  out of any  assets  of the  Corporation
available for dividends or other  distributions such sum or sums as the Board of
Directors may from time to time, in its absolute  discretion,  think proper as a
reserve fund for contingencies, for equalizing dividends or other distributions,
for repairing or maintaining  any property of the  Corporation or for such other
purpose as the Board of Directors  shall determine to be in the best interest of
the  Corporation,  and the Board of  Directors  may modify or  abolish  any such
reserve.

                                    ARTICLE X

                                      SEAL

     Section 1. SEAL.  The Board of Directors  may  authorize  the adoption of a
seal by the Corporation.  The seal shall contain the name of the Corporation and
the year of its incorporation and the words  "Incorporated  Maryland." The Board
of  Directors  may  authorize  one or more  duplicate  seals and provide for the
custody thereof.

     Section 2. AFFIXING SEAL. Whenever the Corporation is permitted or required
to affix its seal to a document, it shall be sufficient to meet the requirements
of any law,  rule or  regulation  relating to a seal to place the word  "(SEAL)"
adjacent to the  signature of the person  authorized  to execute the document on
behalf of the Corporation.

<PAGE>

                                   ARTICLE XI

                     INDEMNIFICATION AND ADVANCE OF EXPENSES

     To the maximum extent permitted by Maryland law and the Investment  Company
Act in effect from time to time, the Corporation  shall  indemnify and,  without
requiring  a  preliminary   determination   of  the  ultimate   entitlement   to
indemnification,  shall pay or reimburse reasonable expenses in advance of final
disposition  of a proceeding  to (a) any  individual  who is a present or former
director or officer of the  Corporation and who is made or threatened to be made
a party to the  proceeding  by reason of his or her service in any such capacity
or (b) any individual who, while a director or officer of the Corporation and at
the request of the  Corporation,  serves or has served as a  director,  officer,
partner  or  trustee  of  such   corporation,   real  estate  investment  trust,
partnership, joint venture, trust, employee benefit plan or other enterprise and
who is made or threatened to be made a party to the  proceeding by reason of his
or her service in any such capacity.  The Corporation  may, with the approval of
its Board of Directors or any duly authorized  committee  thereof,  provide such
indemnification and advance for expenses to a person who served a predecessor of
the  Corporation in any of the  capacities  described in (a) or (b) above and to
any employee or agent of the  Corporation or a predecessor  of the  Corporation.
Any  indemnification  or advance of expenses made pursuant to this Article shall
be subject  to  applicable  requirements  of the  Investment  Company  Act.  The
indemnification  and payment of expenses  provided in these  Bylaws shall not be
deemed exclusive of or limit in any way other rights to which any person seeking
indemnification  or payment of expenses may be or may become  entitled under any
bylaw, regulation, insurance, agreement or otherwise.

     Neither  the  amendment  nor repeal of this  Article,  nor the  adoption or
amendment  of any other  provision  of the Bylaws or charter of the  Corporation
inconsistent  with this  Article,  shall  apply to or affect in any  respect the
applicability  of the preceding  paragraph with respect to any act or failure to
act which occurred prior to such amendment, repeal or adoption.

     No provision of this Article XI shall be effective to protect or purport to
protect any  director or officer of the  Corporation  against  liability  to the
Corporation or its stockholders to which he or she would otherwise be subject by
reason of  willfulness  misfeasance,  bad faith,  gross  negligence  or reckless
disregard of the duties involved in the conduct of his or her office.

                                   ARTICLE XII

                                WAIVER OF NOTICE

     Whenever any notice is required to be given  pursuant to the charter of the
Corporation  or these Bylaws or pursuant to applicable  law, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated  therein,  shall be deemed  equivalent to the giving of
such  notice.  Neither the business to be  transacted  at nor the purpose of any
meeting need be set forth in the waiver of notice,  unless specifically required
by statute.  The  attendance  of any person at any meeting  shall  constitute  a
waiver of notice of such meeting, except where such person attends a meeting for
the express  purpose of  objecting  to the  transaction  of any  business on the
ground that the meeting is not lawfully called or convened.

<PAGE>

                                  ARTICLE XIII

                               AMENDMENT OF BYLAWS

     These   Bylaws,   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 either (a) the affirmative  vote of a majority of all the
votes cast at a  stockholders  meeting at which a quorum is present;  or (b) the
Board of Directors;  provided,  however, that the Board of Directors may not (i)
amend or repeal a Bylaw that allocates solely to stockholders the power to amend
or repeal  such  Bylaw,  or (ii) amend or repeal  Bylaws or make new Bylaws that
conflict  with or otherwise  alter in any material  respect the effect of Bylaws
previously adopted by the stockholders.

Dated:  May 18, 2004

</TEXT>
</DOCUMENT>
