<DOCUMENT>
<TYPE>EX-99.2(B)
<SEQUENCE>4
<FILENAME>efc4-0288_5425477ex992b.txt
<TEXT>

                                                               Exhibit 99.2(b)


                                    BY-LAWS

                                      OF

                   CAPITAL AND INCOME STRATEGIES FUND, Inc.

                                  ARTICLE I.


                                    Offices
                                    -------

     Section 1.01 Principal Office. The principal office of the Corporation
shall be in the City of Baltimore and State of Maryland.

     Section 1.02 Principal Executive Office. The principal executive office
of the Corporation shall be at 800 Scudders Mill Road, Plainsboro, New Jersey
08536.

     Section 1.03 Other Offices. The Corporation may have such other offices
in such places as the Board of Directors from time to time may determine.

                                 ARTICLE II.

                           Meetings of Stockholders
                           ------------------------

     Section 2.01 Annual Meeting. Except as otherwise required by the rules of
any stock exchange on which the Corporation's shares of stock may be listed,
the Corporation shall not be required to hold an annual meeting of its
stockholders in any year in which the election of directors is not required to
be acted upon under the Investment Company Act of 1940, as amended (the
"Investment Company Act"). In the event that the Corporation shall be required
to hold an annual meeting of stockholders to elect directors under the
Investment Company Act, such meeting shall be held no later than 120 days
after the occurrence of the event requiring the meeting. Any stockholders'
meeting held in accordance with this Section shall for all purposes constitute
the annual meeting of stockholders for the year in which the meeting is held.

     In the event an annual meeting is required by the rules of a stock
exchange on which the Corporation's shares of stock are listed, the annual
meeting of the stockholders of the Corporation for the election of directors
and for the transaction of such other business as may properly be brought
before the meeting shall be held on such day and month of each year as shall
be designated annually by the Board of Directors.

     Section 2.02 Special Meetings. Special meetings of the stockholders,
unless otherwise provided by law, may be called for any purpose or purposes by
a majority of the Board of Directors, the President, or on the written request
of the holders of at least 10% of the outstanding shares of capital stock of
the Corporation entitled to vote at such meeting if they comply with Section
2-502(b) or (c) of the Maryland General Corporation Law.


<PAGE>


     Section 2.03 Place of Meetings. The annual meeting and any special
meeting of the stockholders shall be held at such place as the Board of
Directors from time to time may determine.

     Section 2.04 Notice of Meetings; Waiver of Notice. Notice of the place,
date and time of the holding of each annual and special meeting of the
stockholders and the purpose or purposes of each special meeting shall be
given personally or by mail or transmitted to the stockholder by electronic
mail to any electronic mail address of the stockholder or by any other
electronic means, not less than ten nor more than 90 days before the date of
such meeting, to each stockholder entitled to vote at such meeting and to each
other stockholder entitled to notice of the meeting. Notice by mail shall be
deemed to be duly given when deposited in the United States mail addressed to
the stockholder at his or her address as it appears on the records of the
Corporation, with postage thereon prepaid.

     Notice of any meeting of stockholders shall be deemed waived by any
stockholder who shall attend such meeting in person or by proxy, or who,
either before or after the meeting, shall submit a signed waiver of notice
which is filed with the records of the meeting. When a meeting is adjourned to
another time and place, unless the Board of Directors, after the adjournment,
shall fix a new record date for an adjourned meeting, or unless the
adjournment is for more than 120 days after the original record date, notice
of such adjourned meeting need not be given if the time and place to which the
meeting shall be adjourned were announced at the meeting at which the
adjournment is taken.

     Section 2.05 Quorum. The presence in person or by proxy of the holders of
shares of stock entitled to cast one-third of the votes entitled to be cast
shall constitute a quorum at any meeting of stockholders, except with respect
to any matter which requires approval by a separate vote of one or more
classes or series of stock, in which case the presence in person or by proxy
of the holders of shares entitled to cast one-third of the votes entitled to
be cast by each class or series entitled to vote as a separate class or series
shall constitute a quorum. In the absence of a quorum no business may be
transacted, except that the holders of a majority of the shares of stock
present in person or by proxy and entitled to vote may adjourn the meeting
from time to time, without notice other than announcement thereat except as
otherwise required by these By-Laws, until the holders of the requisite amount
of shares of stock shall be so present. At any such adjourned meeting at which
a quorum may be present any business may be transacted which might have been
transacted at the meeting as originally called. The absence from any meeting,
in person or by proxy, of holders of the number of shares of stock of the
Corporation in excess of a majority thereof which may be required by the laws
of the State of Maryland, the Investment Company Act, or other applicable
statute, the Charter, or these By-Laws, for action upon any given matter shall
not prevent action at such meeting upon any other matter or matters which
properly may come before the meeting, if there shall be present thereat, in
person or by proxy, holders of the number of shares of stock of the
Corporation required for action in respect of such other matter or matters.

     Section 2.06 Organization. At each meeting of the stockholders, the
Chairman of the Board (if one has been designated by the Board), or in his or
her absence or inability to act, the President, or in the absence or inability
to act of the Chairman of the Board and the President, a Vice President, shall
act as chairman of the meeting. The Secretary, or in his or her absence or


                                      2
<PAGE>


inability to act, any person appointed by the chairman of the meeting, shall
act as secretary of the meeting and keep the minutes thereof.

     Section 2.07 Order of Business. The order of business at all meetings of
the stockholders shall be as determined by the chairman of the meeting.

     Section 2.08 Business at Annual Meeting. No business may be transacted at
any meeting of stockholders, other than business that is either (a) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors (or any duly authorized committee
thereof), (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors (or any duly authorized committee thereof)
or (c) otherwise properly brought before any meeting by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of
the notice provided for in Article II, Section 2.04 of these By-Laws and on
the record date for the determination of stockholders entitled to vote at any
such meeting of stockholders as determined in accordance with Article II,
Section 2.11 hereof and (ii) who complies with the notice procedures set forth
in this Section 2.08.

     In addition to any other applicable requirements, for business to be
properly brought before a meeting by a stockholder, such stockholder must have
given timely notice thereof in proper written form to the Secretary of the
Corporation.

     To be timely, a stockholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the
Corporation (a) with respect to the Corporation's first annual meeting of
stockholders, not later than the close of business on the tenth (10th)
calendar day following the day on which public disclosure of the date on which
the first annual meeting shall be held is first made (provided that such
annual meeting shall be held within ninety (90) calendar days of such public
disclosure of the date); and (b) thereafter, not less than sixty (60) calendar
days nor more than ninety (90) calendar days prior to the anniversary date of
the immediately preceding annual meeting of stockholders; provided, however,
that in the event that the annual meeting is called for a date that is not
within thirty (30) calendar days before or sixty (60) calendar days after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the later of the sixtieth
(60th) calendar day prior to such annual meeting or the fifteenth (15th)
calendar day following the day on which notice of the date of the annual
meeting was mailed or public disclosure of the date of the annual meeting was
made, whichever first occurs. For purposes of this Section 2.08, the date of a
public disclosure shall include, but not be limited to, the date on which such
disclosure is made in a press release reported by the Dow Jones News Services,
the Associated Press or any comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Sections 13, 14 or 15(d) (or the rules and regulations thereunder)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
pursuant to Section 30 (or the rules and regulations thereunder) of the
Investment Company Act.

     To be in proper written form, a stockholder's notice to the Secretary
must set forth as to each matter such stockholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of such stockholder, (iii)


                                      3
<PAGE>


the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by such stockholder, (iv) a
description of all arrangements or understandings between such stockholder and
any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of
such stockholder in such business and (v) a representation that such
stockholder intends to appear in person or by proxy at the annual meeting to
bring such business before the meeting.

     No business shall be conducted at the annual meeting of stockholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 2.08, provided, however, that, once
business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 2.08 shall be deemed to preclude
discussion by any stockholder of any such business. If the chairman of a
meeting determines that business was not properly brought before the meeting
in accordance with the foregoing procedures, the chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.

     Section 2.09 Nomination of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors of the Corporation, except as may be otherwise provided in the
Charter with respect to the right, if any, of holders of preferred stock of
the Corporation to nominate and elect a specified number of directors in
certain circumstances. Nominations of persons for election to the Board of
Directors may be made at any annual meeting of stockholders, or at any special
meeting of stockholders called for the purpose of electing directors, (a) by
or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (b) by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice provided for in
this Section 2.09 and on the record date for the determination of stockholders
entitled to vote at such meeting and (ii) who complies with the notice
procedures set forth in this Section 2.09.

     In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof
in proper written form to the Secretary of the Corporation.

     To be timely, a stockholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the
Corporation (a) with respect to the Corporation's first annual meeting of
stockholders, not later than the close of business on the tenth (10th)
calendar day following the day on which public disclosure of the date on which
the first annual meeting shall be held is first made (provided that such
annual meeting shall be held within ninety (90) calendar days of such public
disclosure of the date); (b) thereafter, in the case of an annual meeting, not
less than sixty (60) calendar days nor more than ninety (90) calendar days
prior to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty (30) calendar days before or sixty
(60) calendar days after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the close of business on
the later of the sixtieth (60th) calendar day prior to such annual meeting or
the fifteenth (15th) calendar day following the day on which notice of the
date of the annual meeting was mailed or public disclosure of the date of the
annual meeting was made, whichever first occurs; and (c) in


                                      4
<PAGE>


the case of a special meeting of stockholders called for the purpose of
electing directors, not later than the close of business on the fifteenth
(15th) 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. For purposes of this Section 2.09, the date of a
public disclosure shall include, but not be limited to, the date on which such
disclosure is made in a press release reported by the Dow Jones News Services,
the Associated Press or any comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Sections 13, 14 or 15(d) (or the rules and regulations thereunder)
of the Exchange Act or pursuant to Section 30 (or the rules and regulations
thereunder) of the Investment Company Act.

     To be in proper written form, a stockholder's notice to the Secretary
must set forth (a) as to each person whom the stockholder proposes to nominate
for election as a director (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person and (iv)
any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder; and (b) as to the stockholder giving the notice (i) the name and
record address of such stockholder, (ii) the class or series and number of
shares of capital stock of the Corporation which are owned beneficially or of
record by such stockholder, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any
other person or persons (including their names) pursuant to which the
nomination(s) are to be made by such stockholder, (iv) a representation that
such stockholder intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice and (v) any other information
relating to such stockholder that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of
the Exchange Act and the rules and regulations promulgated thereunder. Such
notice must be accompanied by a written consent of each proposed nominee to
being named as a nominee and to serve as a director if elected.

     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
2.09. If the chairman of the meeting determines that a nomination was not made
in accordance with the foregoing procedures, the chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall
be disregarded.

     Section 2.10 Voting. Except as otherwise provided by statute or the
Charter, each holder of record of shares of stock of the Corporation having
voting power shall be entitled at each meeting of the stockholders to one vote
for every share of such stock standing in his or her name on the record of
stockholders of the Corporation as of the record date determined pursuant to
Section 2.11 of this Article or, if such record date shall not have been so
fixed, then at the later of (i) the close of business on the day on which
notice of the meeting is mailed or (ii) the thirtieth (30) day before the
meeting.


                                      5
<PAGE>


     Each stockholder entitled to vote at any meeting of stockholders may
authorize another person or persons to act for him or her as proxy by signing
a writing authorizing another person to act as proxy. Such signing may be
accomplished by the stockholder or the stockholder's authorized agent signing
the writing or causing the stockholder's signature to be affixed to the
writing by any reasonable means, including facsimile signature. A stockholder
may authorize another person to act as proxy by transmitting, or authorizing
the transmission of, an authorization for the person to act as proxy to (i)
the person authorized to act as proxy or (ii) any other person authorized to
receive the proxy authorization on behalf of the person authorized to act as
the proxy, including a proxy solicitation firm or proxy support service
organization. The authorization referred to in the preceding sentences may be
transmitted by U.S. mail, courier service, personal delivery, a telegram,
cablegram, datagram, electronic mail, or any other electronic or telephonic
means and a copy, facsimile telecommunication, or other reliable reproduction
of the writing or transmission authorized in this paragraph may be substituted
for the original writing or transmission for any purpose for which the
original writing or transmission could be used.

     No proxy shall be valid after the expiration of eleven months from the
date thereof, unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the stockholder executing it, except in those
cases where such proxy states that it is irrevocable and where an irrevocable
proxy is permitted by law. Except as otherwise provided by statute, the
Charter or these By-Laws, any corporate action to be taken by vote of the
stockholders (other than the election of directors, which shall be by a
plurality of votes cast) shall be authorized by a majority of the total votes
cast at a meeting of stockholders by the holders of shares present in person
or represented by proxy and entitled to vote on such action.

     If a vote shall be taken on any question other than the election of
directors, which shall be by written ballot, then unless required by statute
or these By-Laws, or determined by the chairman of the meeting to be
advisable, any such vote need not be by ballot. On a vote by ballot, each
ballot shall be signed by the stockholder voting, or by his or her proxy, if
there be such proxy, and shall state the number of shares voted.

     Section 2.11 Fixing of Record Date for a Meeting. The Board of Directors
may set a record date for the purpose of determining stockholders entitled to
vote at any meeting of the stockholders. The record date, which may not be
prior to the close of business on the day the record date is fixed, shall be
not more than 90 nor less than ten days before the date of the meeting of the
stockholders. All persons who were holders of record of shares at such time,
and not others, shall be entitled to vote at such meeting and any adjournment
thereof.

     Section 2.12 Inspectors. The Board, in advance of any meeting of
stockholders, may appoint one or more inspectors to act at such meeting or any
adjournment thereof. If the inspectors shall not be so appointed or if any of
them shall fail to appear or act, the chairman of the meeting may, and on the
request of any stockholder entitled to vote thereat shall, appoint inspectors.
Each inspector, before entering upon the discharge of his or her duties, shall
take and sign an oath to execute faithfully the duties of inspector at such
meeting with strict impartiality and according to the best of his or her
ability. The inspectors shall determine the number of shares outstanding and
the voting powers of each, the number of shares represented at the meeting,
the existence of a quorum, and the validity and effect of proxies, and shall
receive


                                      6
<PAGE>


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 chairman of the meeting or any stockholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, request or matter
determined by them and shall execute a certificate of any fact found by them.
No director or candidate for the office of director shall act as inspector of
an election of directors. Inspectors need not be stockholders.

     Section 2.13 Consent of Stockholders in Lieu of Meeting. Except as
otherwise provided by statute or the Charter, any action required to be taken
at any annual or special meeting of stockholders, or any action which may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a unanimous
written consent which sets forth the action and is signed by each stockholder
entitled to vote on the matter is filed with the records of stockholders'
meetings.

                                 ARTICLE III.

                              Board of Directors
                              ------------------

     Section 3.01 General Powers. Except as otherwise provided in the Charter,
the business and affairs of the Corporation shall be managed under the
direction of the Board of Directors. All powers of the Corporation may be
exercised by or under authority of the Board of Directors except as conferred
on or reserved to the stockholders by law or by the Charter or these By-Laws.

     Section 3.02 Number of Directors. The number of directors shall be fixed
from time to time by resolution of the Board of Directors adopted by a
majority of the entire Board of Directors then in office; provided, however,
that in no event shall the number of directors be less than the minimum
permitted by the Maryland General Corporation Law nor more than 15. Any
vacancy created by an increase in the number of directors may be filled in
accordance with Section 3.06 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 such director specifically is removed
pursuant to Section 3.05 of this Article III at the time of such decrease.
Directors need not be stockholders. As long as any preferred stock of the
Corporation is outstanding, the number of directors shall be not less than
five.

     Section 3.03 Election and Term of Directors. Directors shall be elected
annually at a meeting of stockholders held for that purpose; provided,
however, that if no meeting of the stockholders of the Corporation is required
to be held in a particular year pursuant to Section 2.01 of Article II of
these By-Laws, directors shall be elected at the next meeting held. The term
of office of each director shall be from the time of his election and
qualification until the election of directors next succeeding his election and
until his successor shall have been elected and shall have qualified, or until
his death, or until he shall have resigned or until December 31 of the year in
which he shall have reached seventy-two years of age, or until he shall have
been removed as hereinafter provided in these By-Laws, or as otherwise
provided by statute or by the Charter.


                                      7
<PAGE>


     Section 3.04 Resignation. A director of the Corporation may resign at any
time by giving written notice of his resignation to the Board or the Chairman
of the Board or the President or the Secretary. Any such resignation shall
take effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt; and,
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.

     Section 3.05 Removal of Directors. Any director of the Corporation may be
removed (with or without cause) by the stockholders by a vote of sixty-six and
two-thirds percent (66 2/3%) of the outstanding shares of capital stock then
entitled to vote in the election of such director.

     Section 3.06 Vacancies. Subject to the provisions of the Investment
Company Act, any vacancies in the Board of Directors, whether arising from
death, resignation, removal, an increase in the number of directors or any
other cause, shall be filled by a vote of a majority of the Board of Directors
then in office, regardless of whether they constitute a quorum.

     Section 3.07 Place of Meetings. Meetings of the Board may be held at such
place as the Board from time to time may determine or as shall be specified in
the notice of such meeting.

     Section 3.08 Regular Meeting. Regular meetings of the Board may be held
without notice at such time and place as may be determined by the Board of
Directors.

     Section 3.09 Special Meetings. Special meetings of the Board may be
called by two or more directors of the Corporation or by the Chairman of the
Board or the President.

     Section 3.10 Telephone Meetings. Members of the Board of Directors or of
any committee thereof may participate in a meeting by means of a conference
telephone or similar communications equipment if all persons participating in
the meeting can hear each other at the same time. Subject to the provisions of
the Investment Company Act, participation in a meeting by these means
constitutes presence in person at the meeting.

     Section 3.11 Notice of Special Meetings. Notice of each special meeting
of the Board shall be given by the Secretary as hereinafter provided, in which
notice shall be stated the time and place of the meeting. Notice of each such
meeting shall be delivered to each director, either personally or by telephone
or any standard form of telecommunication, at least 24 hours before the time
at which such meeting is to be held, or by first-class mail, postage prepaid,
addressed to him at his residence or usual place of business, at least three
days before the day on which such meeting is to be held.

     Section 3.12 Waiver of Notice of Meetings. Notice of any special meeting
need not be given to any director who, either before or after the meeting,
shall sign a written waiver of notice which is filed with the records of the
meeting or who shall attend such meeting. Except as otherwise specifically
required by these By-Laws, a notice or waiver of notice of any meeting need
not state the purposes of such meeting.

     Section 3.13 Quorum and Voting. One-third, but not less than two (unless
there is only one director) of the members of the entire Board shall be
present in person at any meeting of the


                                      8
<PAGE>


Board in order to constitute a quorum for the transaction of business at such
meeting, and except as otherwise expressly required by Maryland General
Corporation Law, the Charter, these By-Laws, the Investment Company Act, or
other applicable statute, the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board. In the
absence of a quorum at any meeting of the Board, a majority of the directors
present thereat may adjourn such meeting to another time and place until a
quorum shall be present thereat. Notice of the time and place of any such
adjourned meeting shall be given to the directors who were not present at the
time of the adjournment and, unless such time and place were announced at the
meeting at which the adjournment was taken, to the other directors. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called.

     Section 3.14 Organization. The Board, by resolution adopted by a majority
of the entire Board, may designate a Chairman of the Board, who shall preside
at each meeting of the Board. In the absence or inability of the Chairman of
the Board to preside at a meeting, the President or, in his absence or
inability to act, another director chosen by a majority of the directors
present, shall act as chairman of the meeting and preside thereat. The
Secretary (or, in his absence or inability to act, any person appointed by the
Chairman) shall act as secretary of the meeting and keep the minutes thereof.

     Section 3.15 Written Consent of Directors in Lieu of a Meeting. Subject
to the provisions of the Investment Company Act, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board
or the committee, as the case may be, consent thereto in writing, and the
writings or writing are filed with the minutes of the proceedings of the Board
or the committee.

     Section 3.16 Compensation. Directors may receive compensation for
services to the Corporation in their capacities as directors or otherwise in
such manner and in such amounts as may be fixed from time to time by the
Board.

     Section 3.17 Investment Policies. It shall be the duty of the Board of
Directors to direct that the purchase, sale, retention and disposal of
portfolio securities and other assets and the other investment practices of
the Corporation at all times are consistent with the investment policies and
restrictions with respect to securities investments and otherwise of the
Corporation, as recited in the Prospectus of the Corporation included in the
registration statement of the Corporation relating to the initial public
offering of its capital stock, as filed with the Securities and Exchange
Commission and as required by the Investment Company Act (or as such
investment policies and restrictions may be modified by the Board of
Directors, or, if required, by a majority vote of the stockholders of the
Corporation in accordance with the Investment Company Act). The Board,
however, may delegate the duty of management of the assets and the
administration of its day to day operations to an individual or corporate
management company and/or investment adviser pursuant to a written contract or
contracts which have obtained the requisite approvals, including the requisite
approvals of renewals thereof, of the Board of Directors and/or the
stockholders of the Corporation in accordance with the provisions of the
Investment Company Act.


                                      9
<PAGE>


                                  ARTICLE IV.

                                  Committees
                                  ----------

     Section 4.01 Executive Committee. The Board, by resolution adopted by a
majority of the entire board, may designate an Executive Committee consisting
of two or more of the directors of the Corporation, which committee shall have
and may exercise all of the powers and authority of the Board with respect to
all matters other than:

          (i) the submission to stockholders of any action requiring
     authorization of stockholders pursuant to statute or the Charter;

          (ii) the filling of vacancies on the Board of Directors;

          (iii) the fixing of compensation of the directors for serving on the
     Board or on any committee of the Board, including the Executive
     Committee;

          (iv) the approval or termination of any contract with an investment
     adviser or principal underwriter, as such terms are defined in the
     Investment Company Act, or the taking of any other action required to be
     taken by the Board of Directors by the Investment Company Act;

          (v) the amendment or repeal of these By-Laws or the adoption of new
     By-Laws;

          (vi) the amendment or repeal of any resolution of the Board which by
     its terms may be amended or repealed only by the Board;

          (vii) the declaration of dividends and, except to the extent
     permitted by law, the issuance of capital stock of the Corporation; and

          (viii) the approval of any merger or share exchange which does not
     require stockholder approval.

     The Executive Committee shall keep written minutes of its proceedings and
shall report such minutes to the Board. All such proceedings shall be subject
to revision or alteration by the Board; provided, however, that third parties
shall not be prejudiced by such revision or alteration.

     Section 4.02 Other Committees of the Board. The Board of Directors from
time to time, by resolution adopted by a majority of the whole Board, may
designate one or more other committees of the Board, each such committee to
consist of two or more directors and to have such powers and duties as the
Board of Directors, by resolution, may prescribe.

     Section 4.03 General. One-third, but not less than two, of the members of
any committee shall be present in person at any meeting of such committee in
order to constitute a quorum for the transaction of business at such meeting,
and the act of a majority present shall be the act of such committee. The
Board may designate a chairman of any committee and such


                                      10
<PAGE>


chairman or any two members of any committee may fix the time and place of its
meetings unless the Board shall otherwise provide. In the absence or
disqualification of any member of any committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
she or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member. The Board 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. Nothing herein shall be deemed to prevent the Board from appointing
one or more committees consisting in whole or in part of persons who are not
directors of the Corporation; provided, however, that no such committee shall
have or may exercise any authority or power of the Board in the management of
the business or affairs of the Corporation except as may be prescribed by the
Board.

                                  ARTICLE V.

                        Officers, Agents and Employees
                        ------------------------------

     Section 5.01 Number of Qualifications. The officers of the Corporation
shall be a President, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. The Board of Directors may elect or appoint
one or more Vice Presidents and also may appoint such other officers, agents
and employees as it may deem necessary or proper. Any two or more offices may
be held by the same person, except the offices of President and Vice
President, but no officer shall execute, acknowledge or verify any instrument
in more than one capacity. Such officers shall be elected by the Board of
Directors each year at a meeting of the Board of Directors, each to hold
office until the next meeting of the stockholders and until his successor
shall have been duly elected and shall have qualified, or until his death, or
until he shall have resigned, or have been removed, as hereinafter provided in
these By-Laws. The Board from time to time may elect such officers (including
one or more Assistant Vice Presidents, one or more Assistant Treasurers and
one or more Assistant Secretaries) and such agents, as may be necessary or
desirable for the business of the Corporation. The President also shall have
the power to appoint such assistant officers (including one or more Assistant
Vice Presidents, one or more Assistant Treasurers and one or more Assistant
Secretaries) as may be necessary or appropriate to facilitate the management
of the Corporation's affairs. Such officers and agents shall have such duties
and shall hold their offices for such terms as may be prescribed by the Board
or by the appointing authority.

     Section 5.02 Resignations. Any officer of the Corporation may resign at
any time by giving written notice of resignation to the Board, the Chairman of
the Board, the President or the Secretary. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt; and,
unless otherwise specified therein, the acceptance of such resignation shall
be necessary to make it effective.

     Section 5.03 Removal of Officer, Agent or Employee. Any officer, agent or
employee of the Corporation may be removed by the Board of Directors with or
without cause at any time, and the Board may delegate such power of removal as
to agents and employees not elected or appointed by the Board of Directors.
Such removal shall be without prejudice to such person's


                                      11
<PAGE>


contract rights, if any, but the appointment of any person as an officer,
agent or employee of the Corporation shall not of itself create contract
rights.

     Section 5.04 Vacancies. A vacancy in any office, whether arising from
death, resignation, removal or any other cause, may be filled for the
unexpired portion of the term of the office which shall be vacant, in the
manner prescribed in these By-Laws for the regular election or appointment to
such office.

     Section 5.05 Compensation. The compensation of the officers of the
Corporation shall be fixed by the Board of Directors, but this power may be
delegated to any officer in respect of other officers under his or her
control.

     Section 5.06 Bonds or Other Security. If required by the Board, any
officer, agent or employee of the Corporation shall give a bond or other
security for the faithful performance of his or her duties, in such amount and
with such surety or sureties as the Board may require.

     Section 5.07 President. The President shall be the chief executive
officer of the Corporation. In the absence of the Chairman of the Board (or if
there be none), the President shall preside at all meetings of the
stockholders and of the Board of Directors. He or she shall have, subject to
the control of the Board of Directors, general charge of the business and
affairs of the Corporation. He or she may employ and discharge employees and
agents of the Corporation, except such as shall be appointed by the Board, and
he or she may delegate these powers.

     Section 5.08 Vice President. Each Vice President shall have such powers
and perform such duties as the Board of Directors or the President from time
to time may prescribe.

     Section 5.09 Treasurer. The Treasurer shall:

          (i) have charge and custody of, and be responsible for, all of the
     funds and securities of the Corporation, except those which the
     Corporation has placed in the custody of a bank or trust company or
     member of a national securities exchange (as that term is defined in the
     Exchange Act) pursuant to a written agreement designating such bank or
     trust company or member of a national securities exchange as custodian of
     the property of the Corporation;

          (ii) keep full and accurate accounts of receipts and disbursements
     in books belonging to the Corporation;

          (iii) cause all moneys and other valuables to be deposited to the
     credit of the Corporation;

          (iv) receive, and give receipts for, moneys due and payable to the
     Corporation from any source whatsoever;

          (v) disburse the funds of the Corporation and supervise the
     investment of its funds as ordered or authorized by the Board, taking
     proper vouchers therefor; and


                                      12
<PAGE>


          (vi) in general, perform all of the duties incident to the office of
     Treasurer and such other duties as from time to time may be assigned to
     him or her by the Board or the President.

     Section 5.10 Secretary. The Secretary shall:

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

          (ii) see that all notices are duly given in accordance with the
     provisions of these By-Laws and as required by law;

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

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

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

     Section 5.11 Delegation of Duties. In case of the absence of any officer
of the Corporation, or for any other reason that the Board 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.

                                Indemnification
                                ---------------

     Section 6.01 General Indemnification. Each officer and director of the
Corporation shall be indemnified by the Corporation to the full extent
permitted under the Maryland General Corporation Law, except that such
indemnity shall not protect any such person against any liability to the
Corporation or any stockholder thereof to which such person otherwise would be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office.
Absent a court determination that an officer or director seeking
indemnification was not liable on the merits or guilty of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in
the conduct of his office, the decision by the Corporation to indemnify such
person must be based upon the reasonable determination of independent legal
counsel or the vote of a majority of a quorum of the directors who are neither
"interested persons," as defined in Section 2(a)(19) of the Investment Company
Act, nor parties to the proceeding ("non-party independent directors"),


                                      13
<PAGE>


after review of the facts, that such officer or director is not guilty of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.

     Each officer and director of the Corporation claiming indemnification
within the scope of this Article VI shall be entitled to advances from the
Corporation for payment of the reasonable expenses incurred by him in
connection with proceedings to which he is a party in the manner and to the
full extent permitted under the Maryland General Corporation Law; provided,
however, that the person seeking indemnification shall provide to the
Corporation a written affirmation of his good faith belief that the standard
of conduct necessary for indemnification by the Corporation has been met and a
written undertaking to repay any such advance, if it ultimately should be
determined that the standard of conduct has not been met, and provided further
that at least one of the following additional conditions is met:

          (i) the person seeking indemnification shall provide a security in
     form and amount acceptable to the Corporation for his or her undertaking;

          (ii) the Corporation is insured against losses arising by reason of
     the advance; or

          (iii) a majority of a quorum of non-party independent directors, or
     independent legal counsel in a written opinion shall determine, based on
     a review of facts readily available to the Corporation at the time the
     advance is proposed to be made, that there is reason to believe that the
     person seeking indemnification will ultimately be found to be entitled to
     indemnification.

     The Corporation may purchase insurance on behalf of an officer or
director protecting such person to the full extent permitted under the
Maryland General Corporation Law, from liability arising from his activities
as an officer or director of the Corporation. The Corporation, however, may
not purchase insurance on behalf of any officer or director of the Corporation
that protects or purports to protect such person from liability to the
Corporation or to its stockholders to which such officer or director otherwise
would be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office.

     The Corporation may indemnify, make advances or purchase insurance to the
extent provided in this Article VI on behalf of an employee or agent who is
not an officer or director of the Corporation.

     Section 6.02 Other Rights. The indemnification provided by this Article
VI shall not be deemed exclusive of any other right, in respect of
indemnification or otherwise, to which those seeking such indemnification may
be entitled under any insurance or other agreement, vote of stockholders or
disinterested directors or otherwise, both as to action by a director or
officer of the Corporation in his official capacity and as to action by such
person in another capacity while holding such office or position, and shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such
person.


                                      14
<PAGE>


                                 ARTICLE VII.

                                 Capital Stock
                                 -------------

     Section 7.01 Stock Certificates. Each holder of stock of the Corporation
shall be entitled upon request to have a certificate or certificates, in such
form as shall be approved by the Board, representing the number of shares of
stock of the Corporation owned by him, provided, however, that certificates
for fractional shares will not be delivered in any case. The certificates
representing shares of stock shall be signed by or in the name of the
Corporation by the President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer and sealed with
the seal of the Corporation. Any or all of the signatures or the seal on the
certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate shall be issued, it may be issued by the Corporation
with the same effect as if such officer, transfer agent or registrar were
still in office at the date of issue.

     Section 7.02 Books of Account and Record of Stockholders. There shall be
kept at the principal executive office of the Corporation correct and complete
books and records of account of all the business and transactions of the
Corporation.

     Section 7.03 Transfers of Shares. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only by the
registered holder thereof, or by his or her attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary or with a
transfer agent or transfer clerk, and on surrender of the certificate or
certificates, if issued, for such shares properly endorsed or accompanied by a
duly executed stock transfer power and the payment of all taxes thereon.
Except as otherwise provided by law, the Corporation shall be entitled to
recognize the exclusive right of a person in whose name any share or shares
stand on the record of stockholders as the owner of such share or shares for
all purposes, including, without limitation, the rights to receive dividends
or other distributions, and to vote as such owner, and the Corporation shall
not be bound to recognize any equitable or legal claim to or interest in any
such share or shares on the part of any other person.

     Section 7.04 Regulations. The Board may make such additional rules and
regulations, not inconsistent with these By-Laws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation. It may appoint, or authorize any officer or officers
to appoint, one or more transfer agents or one or more transfer clerks and one
or more registrars and may require all certificates for shares of stock to
bear the signature or signatures of any of them.

     Section 7.05 Lost, Destroyed or Mutilated Certificates. The holder of any
certificates representing shares of stock of the Corporation immediately shall
notify the Corporation of any loss, destruction or mutilation of such
certificate, and the Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it which the owner thereof
shall allege to have been lost or destroyed or which shall have been
mutilated, and the Board, in its discretion, may require such owner or his or
her legal representatives to give to the Corporation a bond in such sum,
limited or unlimited, and in such form and with such surety or sureties, as
the


                                      15
<PAGE>


Board in its absolute discretion shall determine, to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss
or destruction of any such certificate, or issuance of a new certificate.
Anything herein to the contrary notwithstanding, the Board, in its absolute
discretion, may refuse to issue any such new certificate, except pursuant to
legal proceedings under the laws of the State of Maryland.

     Section 7.06 Fixing of a Record Date for Dividends and Distributions. The
Board may fix, in advance, a date not more than 90 days preceding the date
fixed for the payment of any dividend or the making of any distribution or the
allotment of rights to subscribe for securities of the Corporation, or for the
delivery of evidences of rights or evidences of interests arising out of any
change, conversion or exchange of common stock or other securities, as the
record date for the determination of the stockholders entitled to receive any
such dividend, distribution, allotment, rights or interests, and in such case
only the stockholders of record at the time so fixed shall be entitled to
receive such dividend, distribution, allotment, rights or interests.

     Section 7.07 Information to Stockholders and Others. Any stockholder of
the Corporation or his or her agent may inspect and copy during usual business
hours the Corporation's By-Laws, minutes of the proceedings of its
stockholders, annual statements of its affairs, and voting trust agreements on
file at its principal office.

                                 ARTICLE VIII.

                                     Seal
                                     ----

     The seal of the Corporation shall be circular in form and shall bear, in
addition to any other emblem or device approved by the Board of Directors, the
name of the Corporation, the year of its incorporation and the words
"Corporate Seal" and "Maryland". Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any other manner
reproduced.

                                  ARTICLE IX.

                                  Fiscal 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 X.

                          Depositories and Custodians
                          ---------------------------

     Section 10.01 Depositories. The funds of the Corporation shall be
deposited with such banks or other depositories as the Board of Directors of
the Corporation from time to time may determine.

     Section 10.02 Custodians. All securities and other investments shall be
deposited in the safekeeping of such banks or other companies as the Board of
Directors of the Corporation from time to time may determine. Every
arrangement entered into with any bank or other company


                                      16
<PAGE>


for the safekeeping of the securities and investments of the Corporation shall
contain provisions complying with the Investment Company Act, and the general
rules and regulations thereunder.

                                  ARTICLE XI.

                           Execution of Instruments
                           ------------------------

     Section 11.01 Checks, Notes, Drafts, etc. Checks, notes, drafts,
acceptances, bills of exchange and other orders or obligations for the payment
of money shall be signed by such officer or officers or person or persons as
the Board of Directors by resolution from time to time shall designate.

     Section 11.02 Sale or Transfer of Securities. Stock certificates, bonds
or other securities at any time owned by the Corporation may be held on behalf
of the Corporation or sold, transferred or otherwise disposed of subject to
any limits imposed by these By-Laws and pursuant to authorization by the Board
and, when so authorized to be held on behalf of the Corporation or sold,
transferred or otherwise disposed of, may be transferred from the name of the
Corporation by the signature of the President or a Vice President or the
Treasurer or pursuant to any procedure approved by the Board of Directors,
subject to applicable law.

                                 ARTICLE XII.

                        Independent Public Accountants
                        ------------------------------

     The firm of independent public accountants which shall sign or certify
the financial statements of the Corporation which are filed with the
Securities and Exchange Commission shall be selected annually by the Board of
Directors and ratified by the stockholders in accordance with the provisions
of the Investment Company Act.

                                 ARTICLE XIII.

                               Annual Statement
                               ----------------

     The books of account of the Corporation shall be examined by an
independent firm of public accountants at the close of each annual period of
the Corporation and at such other times as may be directed by the Board. A
report to the stockholders based upon each such examination shall be mailed to
each stockholder of record of the Corporation on such date with respect to
each report as may be determined by the Board, at his address as the same
appears on the books of the Corporation. Such annual statement also shall be
available at the annual meeting of stockholders and shall be placed on file at
the Corporation's principal office in the State of Maryland, and if no annual
meeting is held pursuant to Article II, Section 2.01, such annual statement of
affairs shall be placed on file as the Corporation's principal office within
120 days after the end of the Corporation's fiscal year. Each such report
shall show the assets and liabilities of the Corporation as of the close of
the period covered by the report and the securities and other assets in which
the funds of the Corporation then were invested. Such report also shall show
the Corporation's income and expenses for the period from the end of the
Corporation's preceding fiscal year to the close of the period covered by the
report and any other information


                                      17
<PAGE>


required by the Investment Company Act, and shall set forth such other matters
as the Board or such firm of independent public accountants shall determine.

                                 ARTICLE XIV.

                                  Amendments
                                  ----------

     Subject to any prohibitions herein on the alteration or repeal by the
Board of Directors of any particular By-Law, and subject to the requirements
of the Investment Company Act, these By-Laws or any of them may be amended,
altered or repealed by the affirmative vote of a majority of the Board of
Directors. The stockholders shall have no power to make, amend, alter or
repeal By-Laws.


</TEXT>
</DOCUMENT>
