<DOCUMENT>
<TYPE>EX-99.2B
<SEQUENCE>4
<FILENAME>ex99-2b.txt
<DESCRIPTION>EXHIBIT 2(B)
<TEXT>


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                                     BY-LAWS

                                       OF

          COHEN & STEERS REIT AND PREFERRED BALANCED INCOME FUND, INC.

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                                    ARTICLE I
                                     Offices

                  Section 1. Principal Office in Maryland.  The Corporation
shall have a principal office in the City of Baltimore, State of Maryland.

                  Section 2. Other Offices The Corporation may have offices also
at such other places within and without the State of Maryland as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.
                                   ARTICLE II
                            Meetings of Stockholders

                  Section 1. Place of Meeting. Meetings of stockholders shall be
held at such place, either within the State of Maryland or at such other place
within or outside the United States, as shall be fixed from time to time by the
Board of Directors.

                  Section 2. Annual Meetings. The annual meeting of the
stockholders of the Corporation shall be held on a date not less than ninety
(90) days nor more than one hundred twenty (120) days following the end of the
Corporation's fiscal year fixed from time to time by the Board of Directors. An
annual meeting may be held at any place in or out of the State of Maryland and
at any time within the above-described period, each as may be determined by the
Board of Directors and designated in the notice of the meeting. Any business of
the Corporation may be transacted at an annual meeting without the purposes
having been specified in the notice unless otherwise provided by statute, the







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Corporation's Articles of Incorporation, as amended and supplemented from time
to time (the "Charter"), or these By-Laws.

                  Section 3. Notice of Annual Meeting. Written or printed notice
of the annual meeting, stating the place, date and hour thereof, shall be given
to each stockholder entitled to vote thereat and each other shareholder entitled
to notice thereof not less than ten nor more than ninety days prior to the date
designated for the meeting. Such notice shall be addressed to each stockholder
at his address appearing on the books of the Corporation or supplied by the
stockholder to the Corporation for the purpose of notice. Notice of any meeting
of stockholders shall be deemed waived by any stockholder who attends the
meeting in person or by proxy, or who before or after the meeting submits a
signed waiver of notice that is filed with the records of the meeting.

                  Section 4. Special Meetings. Special meetings of stockholders
may be called by the chairman, the president or by the Board of Directors and
shall be called by the secretary upon the written request of holders of not less
than a majority of the votes entitled to be cast at the meeting upon payment by
such stockholders to the Corporation 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 Corporation). A written
request shall state the purpose or purposes of the proposed meeting.

                  Section 5. Notice of Special Meeting. Written or printed
notice of a special meeting of stockholders, stating the place, date, hour, and
purpose thereof, shall be given by the secretary to each stockholder entitled to
vote thereat and each other



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 shareholder entitled to notice thereof not less than ten nor more than ninety
 days before the date fixed for the meeting.

                  Section 6. Business of Annual or Special Stockholder Meetings.
(a) At any annual or special meeting of the stockholders, only such business
shall be conducted, including, but not limited to, nominations of persons for
election to the Board of Directors, as shall have been properly brought before
the meeting. To be properly brought before an annual meeting, the business must
be (i) (A) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (B) otherwise properly brought before the meeting by or at
the direction of the Board of Directors (or any duly authorized committee
thereof), or (C) otherwise properly brought before the meeting by a stockholder
of the Corporation (1) who was a stockholder of record at the time of giving
notice provided for in Section 6(b) below and on the record date for the
determination of stockholders entitled to vote at such meeting, (2) who is
entitled to vote at the meeting and (3) who complied with the notice(s)
procedures set forth in Section 6(b) below, and (ii) a proper subject under
applicable law for stockholder action. To be properly brought before a special
meeting, the business must be (i) (A) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors (or
any duly authorized committee thereof), (B) otherwise properly brought before
the meeting by or at the direction of the Board of Directors (or any duly
authorized committee thereof), or (C) otherwise properly brought before the
meeting by a stockholder of the Corporation (1) who was a stockholder of record
at the time of giving notice provided for in Section 6(b) below and on the
record date for the determination of stockholders



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entitled to vote at such meeting, (2) who is entitled to vote at the meeting and
(3) who complied with the notice(s) procedures set forth in Section 6(b) below,
and (ii) a proper subject under applicable law for stockholder action.

                           (b) For any stockholder proposal to be presented in
connection with an annual or special meeting of stockholders of the Corporation
(other than proposals made under Rule 14a-8 of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), including any proposal relating to the
nomination of a director to be elected to the Board of Directors of the
Corporation, the stockholder must have given timely notice thereof in writing to
the secretary of the Corporation as provided in this Section 6. To be timely, a
stockholder's notice shall be delivered to the secretary at the principal
executive offices of the Corporation (a) in the case of an annual meeting, not
less than ninety (90) days nor more than one hundred twenty (120) days prior to
the first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is advanced by more than
thirty (30) days or delayed by more than sixty (60) days from such anniversary
date, notice by the stockholder to be timely must be so delivered not earlier
than the one hundred twentieth (120th) day prior to such annual meeting and not
later than the close of business on the later of the ninetieth (90th) day prior
to such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made; and (b) in the case of a
special meeting of stockholders called for the purpose of electing directors,
not later than the close of business on the tenth day following the day on which
notice of the date of the special meeting was mailed or public disclosure of the
date of the special meeting was made, whichever first occurs. Such stockholder's
notice shall set forth (a) as to each




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person whom the stockholder proposes to nominate for election or re-election as
a director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Exchange Act and the
rules and regulations promulgated thereunder (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder and of
the beneficial owner, if any, on whose behalf the proposal is made; and (c) as
to the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made, (i) the name and address of such
stockholder, as they appear on the Corporation's books, and of such beneficial
owner, (ii) the class and number of shares of stock of the Corporation which are
owned beneficially and of record by such stockholder and such beneficial owner,
(iii) a description of all arrangements or understanding between such
stockholder and each proposed nominee or any other person or persons (including
their names) pursuant to which the nomination(s) are to be made by such
stockholder, (iv) a representation that such stockholder intends to appear in
person or by proxy at the meeting to nominate the persons named in its notice
and (v) any other information relating to such stockholder that would be
required to be made in connection with solicitations of proxies for election of
directors pursuant to Regulation 14A under the Exchange Act and the rules and
regulations promulgated thereunder.



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                            (c) Notwithstanding anything in the By-Laws
to the contrary, no business shall be conducted at any stockholder meeting
except in accordance with the procedures set forth in this Section 6 and no
person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Section 6. The
Chairman of the stockholder meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
and in accordance with the provisions of this Section 6, and if he should so
determine, he shall so declare to the meeting that any such business not
properly brought before the meeting shall not be considered or transacted. No
adjournment or postponement of a meeting of stockholders shall commence a new
period for the giving of notice of a stockholder proposal hereunder.

                            Section 7. Quorum. The holders of shares entitled to
cast a majority of the votes entitled to be cast thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. As provided in Section 8 of
Article II, a meeting of stockholders convened on the date for which it is
called may be adjourned from time to time without further notice to a date not
more than 120 days after the record date.

                            Section 8. Adjournment. Any meeting of the
stockholders convened on the date for which it was called may be adjourned from
time to time, without notice other than by announcement at the meeting at which
the adjournment was taken. In the absence of a quorum, the stockholders present
in person or by proxy, by majority vote of those present and without notice
other than by announcement at the meeting, may adjourn the meeting from time to
time. At any adjourned meeting at which a quorum shall be



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         present, any action may be taken that could have been taken at the
         meeting originally called. A meeting of the stockholders may not be
         adjourned without further notice to date more than 120 days after the
         original record date determined pursuant to Section 13 of Article II.

                            Section 9. Voting. When a quorum is present at any
         meeting, the affirmative vote of a majority of the votes cast by
         stockholders entitled to vote on the matter shall decide any question
         brought before such meeting (except that directors may be elected by
         the affirmative vote of a plurality of the votes cast), unless the
         question is one upon which by express provision of the Investment
         Company Act of 1940, as amended, or other statutes or rules or orders
         of the Securities and Exchange Commission or any successor thereto or
         of the Charter a different vote is required, in which case such express
         provision shall govern and control the decision of such question.

                            Section 10. Organization. At every meeting of the
         stockholders, the Chairman of the Board, or in his absence or inability
         to act, the president, or in his absence or inability to act, a vice
         president, or in the absence or inability to act of all the vice
         presidents, a chairman chosen by the stockholders, shall act as
         chairman of the meeting. The secretary, or in his or her 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.

                            Section 11. Order of Business. The order of business
         at all meetings of the stockholders shall be as determined by the
         chairman of the meeting.

                            Section 12. Proxies. Each stockholder shall at every
         meeting of stockholders be entitled to vote in person or by proxy
         appointed in such manner as may




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         be permitted by Maryland law. No proxy shall be voted after eleven
         months from its date, unless otherwise provided in the proxy.
         Stockholders may authorize others to act as proxies by means of written
         proxies signed by the stockholder or by his authorized agent, facsimile
         signatures, electronic transmissions, internet transmissions,
         telephonic means, telegrams, datagrams, proxygrams and other reasonable
         means authorized or accepted by the Corporation, subject to the
         reasonable satisfaction of the Corporation that the stockholder has
         authorized the creation of the proxy. Every proxy shall be revocable at
         the pleasure of the stockholder providing it, except in those cases in
         which the proxy states that it is irrevocable and in which an
         irrevocable proxy is permitted by law.

                            Section 13. Record Date. In order that the
         Corporation may determine the stockholders entitled to notice of or to
         vote at any meeting of stockholders or any adjournment thereof, to
         express consent to corporate action in writing without a meeting, or to
         receive payment of any dividend or other distribution or allotment of
         any rights, or entitled to exercise any rights in respect of any
         change, conversion or exchange of stock or for the purpose of any other
         lawful action, the Board of Directors may fix, in advance, a record
         date which shall be not more than ninety days and, in the case of a
         meeting of stockholders, not less than ten days prior to the date on
         which the particular action requiring such determination of
         stockholders is to be 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 to exceed, in any case, twenty 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
         immediately preceding such meeting. If no record date is fixed and the
         stock transfer books are not



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         closed for the determination of stockholders: (1) 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 of the day
         on which notice of the meeting stockholders is mailed or the day thirty
         days before the meeting, whichever is the closer date the meeting; and
         (2) The record date for the determination of stockholders entitled to
         receive payment of a dividend or an allotment of any rights shall be at
         the close of business on the day on which the resolution of the Board
         of Directors, declaring the dividend or allotment of rights, is
         adopted, provided that the payment or allotment date shall not be more
         than sixty days after the date of the adoption of such resolution. If a
         record date has been fixed for the determination of stockholders
         entitled to vote at a meeting, only the stockholders of record on the
         record date shall be entitled to vote at the meeting and such
         stockholders shall be entitled to vote at the meeting notwithstanding
         the subsequent transfer or redemption of the shares owned of record on
         such date. All persons who were holders of record of shares as of the
         record date of a meeting, and no others, shall be entitled to notice of
         and to vote at such meeting and any adjournment thereof.

                            Section 14. Inspectors of Election. The directors,
         in advance of any meeting, may, but need not, appoint one or more
         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 directors in advance
         of the meeting or at the meeting by the person presiding thereat. Each
         inspector, if any, before entering upon the discharge of his duties,
         may be required to take and sign an oath faithfully to execute the
         duties of




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         inspector at such meeting with strict impartiality and according to the
         best of his ability. The inspectors, if any, shall determine the number
         of shares outstanding and the voting power of each share, 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,
         determine the result, and do such acts as are proper to conduct the
         election or vote with fairness to all stockholders. On request of the
         person presiding at the meeting or any stockholder, the inspector or
         inspectors, if any, shall make a report in writing of any challenge,
         question or matter determined by him or them and execute a certificate
         of any fact found by him or them. No director or candidate for the
         office of director shall act as inspector of an election of directors.
         Inspectors need not be stockholders of the Corporation.

                            Section 15. Informal Action by Stockholders. Except
         to the extent prohibited by the Charter, the Investment Company Act of
         1940, as amended, or rules or orders of the Securities and Exchange
         Commission or any successor thereto, any action required or permitted
         to be taken at any meeting of stockholders may be taken without a
         meeting if a consent in writing, setting forth such action, is signed
         by all the stockholders entitled to vote on the subject matter thereof
         and any other stockholders entitled to notice of a meeting of
         stockholders (but not to vote thereat) have waived in writing any
         rights which they may have to dissent from such action, and such
         consent and waiver are filed with the records of the Corporation.


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                                   ARTICLE III
                               Board of Directors

                            Section 1. Number of Directors. The number of
         directors constituting the entire Board of Directors (which initially
         was fixed at two in the Corporation's Charter) may be increased or
         decreased from time to time by the vote of a majority of the entire
         Board of Directors within the limits permitted by law but at no time
         may be more than twelve (except as provided in the Charter of the
         Corporation with respect to the rights of holders of preferred stock of
         the Corporation), but the tenure of office of a director in office at
         the time of any decrease in the number of directors shall not be
         affected as a result thereof. Beginning with the first annual meeting
         of stockholders of the Corporation held after the initial public
         offering of the Corporation's Common Stock, and if at such time, the
         number of directors shall be three (3) or more, (the "First Annual
         Meeting"), the Board of Directors of the Corporation shall be divided
         into three classes: Class I, Class II and Class III. At the First
         Annual Meeting, directors of Class I shall be elected to the Board of
         Directors for a term expiring at the next succeeding annual meeting of
         stockholders, directors of Class II shall be elected to the Board of
         Directors for a term expiring at the second succeeding annual meeting
         of stockholders and directors of Class III shall be elected to the
         Board of Directors for a term expiring at the third succeeding annual
         meeting of stockholders. At each subsequent annual meeting of
         stockholders, 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
         subsequent to





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         their election or thereafter in each case when their respective
         successors are elected and qualified. The directors shall be elected at
         the annual meeting of the stockholders, except as provided in Section 2
         of this Article III, and each director elected shall hold office for
         the term provided above and until his successor shall have been elected
         and shall have qualified, or until his death, or until he shall have
         resigned or have been removed as provided in these By-Laws, or as
         otherwise provided by statute or the Corporation's Charter. Any
         director may resign at any time upon written notice to the Corporation.
         Such vacancy shall be effective as of the date specified in the written
         notice, or if no date is specified, then immediately upon receipt by
         the Corporation. Unless specified in the written notice, acceptance of
         the resignation shall not be necessary for the resignation to be
         effective. Any vacancy created by an increase in directors may be
         filled in accordance with Section 2 of this Article III. No reduction
         in the number of directors shall have the effect of removing any
         director from office prior to the expiration of his term unless the
         director is specifically removed pursuant to Section 4 of this Article
         III at the time of the decrease. Directors need not be stockholders
         unless otherwise required by law.

                            Section 2. Vacancies and Newly-Created
         Directorships. Any vacancy occurring in the Board of Directors for any
         cause other than by reason of an increase in the number of directors
         may be filled by a majority of the remaining members of the Board of
         Directors whether or not sufficient to constitute a quorum. Any vacancy
         occurring by reason of an increase in the number of directors may be
         filled by a majority of the entire Board of Directors then in office.
         Notwithstanding the foregoing, if the stockholders of any class of the
         Corporation's capital stock are entitled separately to elect one or
         more directors, a majority of the remaining directors elected by that
         class or the



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         sole remaining director elected by that class may fill any vacancy
         among the number of directors elected by that class. A director
         elected by the Board of Directors to fill a vacancy shall be elected to
         hold office until the next annual meeting of stockholders and until his
         successor is elected and qualifies. Any director elected by the
         stockholders to fill a vacancy shall hold office for the balance of the
         term of the director he replaced.

                            Section 3. Powers. The business and affairs of the
         Corporation shall be managed by or under the direction of the Board of
         Directors, which may exercise all such powers of the Corporation and do
         all such lawful acts and things as are not by statute or by the Charter
         or by these By-Laws conferred upon or reserved to the stockholders.

                            Section 4. Removal of Directors. A director of the
         Corporation may be removed from office only for cause and then only by
         vote of the holders of at least seventy-five percent (75%) of the votes
         entitled to be cast for the election of directors.

                            Section 5. Meetings. The Board of Directors of the
         Corporation or any committee thereof may hold meetings, both regular
         and special, either within or without the State of Maryland. Regular
         meetings of the Board of Directors may be held without notice at such
         time and at such place as shall from time to time be determined by the
         Board of Directors. Special meetings of the Board of Directors may be
         called by the chairman, the president or by two or more directors.

                            Section 6. Quorum and Voting. A majority of the
         entire Board of Directors shall constitute a quorum for the transaction
         of business, and except as otherwise expressly required by statute, the
         Corporation's Charter or these By-Laws, the act of a majority of the
         directors present at any meeting at which a quorum is present shall be
         the act of the Board.



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                            Section 7. Organization. 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, the president (if he is a
         director), or, in his absence or inability to act, another director
         chosen by a majority of the directors present, shall act as chairman of
         the meeting and preside at the meeting. The secretary (or, in his or
         her absence or inability to act, any person appointed by the chairman)
         shall act as secretary of the meeting and keep the minutes of the
         meeting.

                            Section 8. Committees. The Board of Directors may
         appoint from among its members an executive committee and other
         committees of the Board of Directors, each committee to be composed of
         one or more of the directors of the Corporation. The Board of Directors
         may delegate to such committees any of the powers of the Board of
         Directors except those that may not by law be delegated to a committee.
         Such committee or committees shall have the name or names as may be
         determined from time to time by resolution adopted by the Board of
         Directors. Unless the Board of Directors designates one or more
         directors as alternate members of any committee, who may replace an
         absent or disqualified member at any meeting of the committee, the
         members of any such committee present at any meeting and not
         disqualified from voting may, whether or not they constitute a quorum,
         appoint another member of the Board of Directors to act at the meeting
         in the place of any absent or disqualified member of such committee. At
         meetings of any such committee, a majority of the members or alternate
         members of such committee shall constitute a quorum for the transaction
         of business and the act of a majority of the members or alternate
         members present at any meeting at which a quorum is present shall be
         the act of the committee.





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                            Section 9. Minutes of Committee Meetings. The
         committees shall keep regular minutes of their proceedings.

                            Section 10. Informal Action by Board of 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 be
         taken without a meeting if a written consent thereto is signed by all
         members of the Board of Directors or of such committee, as the case may
         be, and such written consent is filed with the minutes of proceedings
         of the Board of Directors or committee, provided, however, that such
         written consent shall not constitute approval of any matter which
         pursuant to the Investment Company Act of 1940, as amended, and the
         rules thereunder requires the approval of directors by vote cast in
         person at a meeting.

                            Section 11. Meeting by Conference Telephone. The
         members of the Board of Directors or any committee thereof may
         participate in a meeting of the Board of Directors or committee by
         means of a conference telephone or similar communications equipment by
         means of which all persons participating in the meeting can hear each
         other at the same time and such participation shall constitute presence
         in person at such meeting, provided however, that such participation
         shall not constitute presence in person with respect to matters which
         pursuant to the Investment Company Act of 1940, as amended, and the
         rules thereunder require the approval of directors by vote cast in
         person at a meeting.

                            Section 12. Fees and Expenses. The directors may be
         paid their expenses of attendance at each meeting of the Board of
         Directors and may be paid a fixed sum for attendance at each meeting of
         the Board of Directors, a stated salary as director or such


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         other compensation as the Board of Directors may approve. No such
         payment shall preclude any director from serving the Corporation in any
         other capacity and receiving compensation therefor. Members of special
         or standing committees may be allowed like reimbursement and
         compensation for attending committee meetings.

                                   ARTICLE IV
                                     Notices

                            Section 1. General. Notices to directors and
         stockholders mailed to them at their post office addresses appearing on
         the books of the Corporation shall be deemed to be given at the time
         when deposited in the United States mail.

                            Section 2. Waiver of Notice. Whenever any notice is
         required to be given under the provisions of the statutes, of the
         Charter or of these By-Laws, each person entitled to said notice waives
         notice if, before or after the meeting he signs a written waiver of
         notice and such waiver is filed with the records of the meeting.
         Attendance of a person at a meeting shall constitute a waiver of notice
         of such meeting except when the person attends a meeting for the
         express purpose of objecting, at the beginning of the meeting, to the
         transaction of any business because the meeting is not lawfully called
         or convened.

                                    ARTICLE V
                                    Officers

                            Section 1. General. The officers of the Corporation
         shall be chosen by the Board of Directors and shall be a chairman of
         the Board of Directors, a president, a secretary and a treasurer. The
         Board of Directors may choose also such vice presidents and additional
         officers or assistant officers as it may deem advisable. Any number of



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         offices, except the offices of president and vice president and
         chairman and vice president, may be held by the same person. No officer
         shall execute, acknowledge or verify any instrument in more than one
         capacity if such instrument is required by law to be executed,
         acknowledged or verified by two or more officers.

                            Section 2. Other Officers and Agents. The Board of
         Directors may appoint such other officers and agents as it desires who
         shall hold their offices for such terms and shall exercise such powers
         and perform such duties as shall be determined from time to time by the
         Board of Directors.

                            Section 3. Tenure of Officers. The officers of the
         Corporation shall hold office at the pleasure of the Board of
         Directors. Each officer shall hold his office until his successor is
         elected and qualifies or until his earlier resignation or removal. Any
         officer may resign at any time upon written notice to the Corporation.
         Any resignation shall take effect at the time specified therein or, if
         the time when it shall become effective is not specified therein,
         immediately upon its receipt. The acceptance of a resignation shall not
         be necessary to make it effective unless otherwise stated in the
         resignation. Any officer elected or appointed by the Board of Directors
         may be removed, with or without cause at anytime, by the Board of
         Directors when, in its judgment, the best interests of the Corporation,
         will be served thereby. The Board may delegate the power of removal as
         to agents and employees not elected or appointed by the Board of
         Directors. Removal shall be without prejudice to the person's contract
         rights, if any, but the appointment of any person as an officer, agent
         or employee of the Corporation shall not of itself create contract
         rights. Any vacancy occurring in any office of the Corporation by
         death, resignation, removal, or otherwise shall be filled by the Board
         of Directors.





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                            Section 4. Chairman of the Board of Directors. The
         Chairman of the Board of Directors shall preside at all meetings of the
         stockholders of the Board of Directors. Unless otherwise determined by
         the board of directors, he shall be the chief executive officer and
         shall have general and active management of the business of the
         corporation and shall see that all orders and resolutions of the board
         of directors are carried into effect. He shall be ex officio a member
         of all committees designated by the board of directors except as
         otherwise determined by the board of directors. He shall have authority
         to execute instruments and contracts on behalf of the corporation
         except where required by law to be otherwise signed and executed and
         except where the signing and execution thereof shall be expressly
         delegated by the board of directors to some other officer or agent of
         the corporation.

                            Section 5. President. The president shall act under
         the direction of the chairman and in the absence or disability of the
         chairman shall perform the duties and exercise the powers of the
         chairman. Unless otherwise determined by the Board of Directors, he
         shall be chief operating officer and shall perform such other duties
         and have such other powers as the chairman or the board of directors
         may from time to time prescribe. He shall have authority to execute
         instrument and contracts on behalf of the corporation except where
         required by law to be otherwise signed and except where the signing and
         execution thereof shall be expressly delegated by the Board of
         Directors to some other officer or agent of the Corporation.

                            Section 6. Vice Presidents. The vice presidents
         shall act under the direction of the chairman and in the absence or
         disability of the chairman shall perform the duties and exercise the
         powers of the president. They shall perform such other duties



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         and have such other powers as the Chairman, the president or the Board
         of Directors may from time to time prescribe. The Board of Directors
         may designate one or more executive vice presidents or may otherwise
         specify the order of seniority of the vice presidents and, in that
         event, the duties and the powers of the president shall descend to the
         vice presidents in the specified order of seniority.

                            Section 7. Secretary. The secretary shall act under
         the direction of the chairman and the president. Subject to the
         direction of the chairman and the president he shall attend all
         meetings of the Board of Directors and all meetings of stockholders and
         record the proceedings in a book to be kept for that purpose and shall
         perform like duties for the committees designated by the Board of
         Directors 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 chairman or the Board of Directors. He shall keep in safe custody
         the seal of the Corporation and shall affix the seal or cause it to be
         affixed to any instrument requiring it.

                            Section 8. Assistant Secretaries. The assistant
         secretaries in the order of their seniority, unless otherwise
         determined by the chairman, the president or the Board of Directors,
         shall, in the absence or disability of the secretary, perform the
         duties and exercise the powers of the secretary. They shall perform
         such other duties and have such other powers as the chairman, the
         president or the Board of Directors may from time to time prescribe.


                            Section 9. Treasurer. The treasurer shall act under
         the direction of the chairman and the president. Subject to the
         direction of the chairman and the president he shall have the custody
         of the corporate funds and securities and shall keep full and





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         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. He shall disburse the
         funds of the Corporation as may be ordered by the chairman, the
         president or the Board of Directors, taking proper vouchers for such
         disbursements, and shall render to the chairman, the president and the
         Board of Directors, at its regular meetings, or when the Board of
         Directors so requires, an account of all his transactions as treasurer
         and of the financial condition of the Corporation.

                            Section 10. Assistant Treasurers. The assistant
         treasurers in the order of their seniority, unless otherwise determined
         by the chairman, the president or the Board of Directors, shall, in the
         absence or disability of the treasurer, perform the duties and exercise
         the powers of the treasurer. They shall perform such other duties and
         have such other powers as the chairman, the president or the Board of
         Directors may from time to time prescribe.

                            Section 11. Delegation of Duties. In case of the
         absence of any officer of the Corporation, or for any other reason that
         the Board of Directors may deem sufficient, the Board may confer for
         the time being the powers or duties, or any of them, of such officer
         upon any other officer or upon any director.

                                   ARTICLE VI
                              Certificates of Stock

                            Section 1. General. Every holder of stock of the
         Corporation who has made full payment of the consideration for such
         stock shall be entitled upon request to have a certificate, signed by,
         or in the name of the Corporation by, the chairman, the




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         president or a vice president and countersigned by the treasurer or an
         assistant treasurer or the secretary or an assistant secretary of the
         Corporation, certifying the number of whole shares of each class of
         stock owned by him in the Corporation.

                            Section 2. Fractional Share Interests. The
         Corporation may issue fractions of a share of stock. Fractional shares
         of stock shall have proportionately to the respective fractions
         represented thereby all the right of whole shares, including the right
         to vote, the right to receive dividends and distributions and the right
         to participate upon liquidation of the Corporation, excluding, however,
         the right to receive a stock certificate representing such fractional
         shares.

                            Section 3. Signatures on Certificates. Any of or all
         the signatures on a certificate may be a facsimile. In case any officer
         who has signed or whose facsimile signature has been placed upon a
         certificate shall cease to be such officer before such certificate is
         issued, it may be issued with the same effect as if he were such
         officer at the date of issue. The seal of the Corporation or a
         facsimile thereof may, but need not, be affixed to certificates of
         stock.

                            Section 4. Lost, Stolen or Destroyed Certificates.
         The Board of Directors may direct a new certificate or certificates to
         be issued in place of any certificate or certificates theretofore
         issued by the Corporation alleged to have been lost, stolen or
         destroyed, upon the making of any affidavit of that fact by the person
         claiming the certificate or certificates to be lost, stolen or
         destroyed. When authorizing such issue of a new certificate or
         certificates, the Board of Directors may, in its discretion and as a
         condition precedent to the issuance thereof, require the owner of such
         lost, stolen or destroyed certificate or certificates, or his legal
         representative, to give the Corporation a



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         bond in such sum as it may direct as indemnity against any claim that
         may be made against the Corporation with respect to the certificate or
         certificates alleged to gave been lost, stolen or destroyed.

                            Section 5. Transfer of Shares. Upon request by the
         registered owner of shares, and if a certificate has been issued to
         represent such shares upon surrender to the Corporation or a transfer
         agent of the Corporation of a certificate for shares of stock duly
         endorsed or accompanied by proper evidence of succession, assignment or
         authority to transfer, it shall be the duty of the Corporation, if it
         is satisfied that all provisions of the Charter, of the By-Laws and of
         the law regarding the transfer of shares have been duly complied with,
         to record the transaction upon its books, issue a new certificate to
         the person entitled thereto upon request for such certificate, and
         cancel the old certificate, if any.

                            Section 6. Registered Owners. The Corporation shall
         be entitled to recognize the person registered on its books as the
         owner of shares to be the exclusive owner for all purposes including
         voting and dividends, and the Corporation 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 otherwise provided by the
         laws of Maryland.

                                  ARTICLE VII
                                 Miscellaneous

                            Section 1. Reserves. There may be set aside out of
         any funds of the Corporation available for dividends such sum or sums
         as the Board of Directors from time to time, in their absolute
         discretion, think proper as a reserve or reserves to meet


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         contingencies, or such other purpose as the Board of Directors shall
         think conducive to the interest of the Corporation , and the Board of
         Directors may modify or abolish any such reserve.

                            Section 2. Dividends. Dividends upon the stock of
         the Corporation may, subject to the provisions of the Charter, the
         By-Laws and of applicable law, be declared by the Board of Directors at
         any time. Dividends may be paid in cash, in property or in shares of
         the Corporation's stock, subject to the provisions of the Charter, the
         By-Laws and of applicable law.

                            Section 3. Capital Gains Distributions. The amount
         in number of capital gains distributions paid to the stockholders
         during each fiscal year shall be determined by the Board of Directors.
         Each such payment shall be accompanied by a statement as to the source
         of such payment, to the extent required by law.

                            Section 4. Checks. All checks or demands for money
         and notes of the Corporation shall be signed by such officers or such
         other person or persons or as the Board of Directors may from time to
         time designate.

                            Section 5. Fiscal Year. The fiscal year of the
         Corporation shall be fixed by the resolution of the Board of
         Directors.

                            Section 6. Seal. The Corporate seal shall have
         inscribed thereon the names of the Corporation, the year of its
         organization and the words, "Corporate Seal, Maryland." The seal may be
         used by causing it or a facsimile thereof to be impressed or fixed or
         in another matter reproduced or by placing the word "(seal)" adjacent
         to the signature of the person authorized to sign the document on
         behalf of the Corporation.


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                                  ARTICLE VIII
                                 Indemnification

                            Section 1. Indemnification of Directors and
         Officers. The Corporation shall indemnify its directors to the fullest
         extent that indemnification of directors is permitted by the Maryland
         General Corporation Law. The Corporation shall indemnify its officers
         to the same extent as its directors and to such further extent as is
         consistent with law. The Corporation shall indemnify its directors and
         officers who while serving as directors or officers also serve at the
         request of the Corporation as a director, officer, partner, trustee,
         employee, agent or fiduciary of another corporation, partnership, joint
         venture, trust, other enterprise or employee benefit plan to the
         fullest extent consistent with law. The indemnification and other
         rights provided by this article shall continue as to a person who has
         ceased to be a director or officer and shall inure to the benefit of
         the heirs, executors and administrators of such a person. This Article
         shall not protect any such person against any liability to the
         Corporation or any stockholder thereof to which such person would
         otherwise be subject by reason of willful misfeasance, bad faith, gross
         negligence or reckless disregard of the duties involved in the conduct
         of his office ("disabling conduct").

                            Section 2. Advances. Any current or former director
         or officer of the Corporation seeking indemnification within the scope
         of this Article shall be entitled to advances from the Corporation for
         payment of the reasonable expenses incurred by him in connection with
         the matter as to which he is seeking indemnification without requiring
         a preliminary determination of ultimate entitlement to indemnification
         except as provided below, to the fullest extent permissible under the
         Maryland General Corporation Law.




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         The person seeking indemnification shall provide to the Corporation a
         written affirmation of his good faith belief that the standard of
         conduct necessary for indemnification by the Corporation has been met
         and a written undertaking to repay any such advance if it should
         ultimately be determined that the standard of conduct has not been met.
         In addition, at least one of the following additional conditions shall
         be met: (a) the person seeking indemnification shall provide a security
         in form and amount acceptable to the Corporation for his undertaking;
         (b) the Corporation is insured against losses arising by reason of the
         advance; or (c) a majority of a quorum of directors of the Corporation
         who are neither "interested persons" as defined in Section 2(a)(19) of
         the Investment Company Act 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 Corporation at the time the advance
         is proposed to be made, that there is reason to believe that the person
         seeking indemnification will ultimately be found to be entitled to
         indemnification.

                            Section 3. Procedure. At the request of any 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: (a) a final decision on the merits by a court or other body
         before whom the proceeding was brought that the person to be
         indemnified was not liable by reason of disabling conduct, (b)
         dismissal of the proceeding against the person to be indemnified for
         insufficiency of evidence of any disabling conduct, or (c) in the
         absence of such a decision or dismissal, a reasonable determination,
         based upon a review of the facts, that




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         the person to be indemnified was not liable by reason of disabling
         conduct by (i) the vote of a majority of a quorum of disinterested
         non-party directors or (ii) an independent legal counsel in a written
         opinion. Any determination pursuant to this Section 3 shall not prevent
         recovery from any person of any amount paid to be in accordance with
         this By-Law as indemnification if such person is subsequently
         adjudicated by a court of competent jurisdiction to be liable by reason
         of disabling conduct.

                            Section 4. Indemnification of Employees and Agents.
         Employees and agents who are not officers or directors of the
         Corporation may be indemnified, and reasonable expenses may be advanced
         to such employees or agents, 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.

                            Section 5. Other Rights. 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.
         The Corporation shall not be liable for any payment under this By-Law
         in connection with a claim made by a director, officer, employee or
         agent to the extent such director, officer, employee or agent has
         otherwise actually received payment under an insurance policy,
         agreement, resolution or otherwise. The rights provided to any person
         by this Article shall be enforceable against the Corporation




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         by such person who shall be presumed to have relied upon it in serving
         or continuing to serve as a director, officer, employee, or agent as
         provided above.

                            Section 6. Amendments. References in this Article
         are to the Maryland General Corporation Law and to the Investment
         Company Act of 1940, as amended. No amendment of these By-Laws shall
         effect any right of any person under this Article based on any event,
         omission or proceeding prior to the amendment.

                                   ARTICLE IX
                                   Amendments

                            The Board of Directors shall have the power to make,
         alter and repeal By-Laws of the Corporation, subject to the
         requirements of the Investment Company Act of 1940, as amended;
         provided, however, that no amendment of these By-Laws shall affect any
         right of any person under Article VIII hereof based on any event,
         omission or proceeding prior to the amendment. These By-Laws may not be
         amended by the stockholders of the Corporation.



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