<DOCUMENT>
<TYPE>EX-99.2B
<SEQUENCE>3
<FILENAME>a515735.txt
<TEXT>








                NEUBERGER BERMAN INTERMEDIATE MUNICIPAL FUND INC.



                             A Maryland Corporation











                           AMENDED AND RESTATED BYLAWS
















                               SEPTEMBER 12, 2002






<PAGE>




                                TABLE OF CONTENTS

                                                                           Page


ARTICLE I.....................................................................1
         NAME OF CORPORATION, LOCATION OF OFFICES AND SEAL....................1
         Section 1.  Name.....................................................1
         Section 2.  Principal Offices........................................1
         Section 3.  Seal.....................................................1


ARTICLE II....................................................................1
         STOCKHOLDERS.........................................................1
         Section 1.  Annual Meetings..........................................1
         Section 2.  Special Meetings.........................................1
         Section 3.  Notice of Meetings.......................................2
         Section 4.  Quorum and Adjournment of Meetings.......................2
         Section 5.  Voting and Inspectors....................................2
         Section 6.  Validity of Proxies......................................3
         Section 7.  Stock Ledger and List of Stockholders....................3
         Section 8.  Action Without Meeting...................................3
         Section 9.  Nomination...............................................3
         Section 10. Stockholder Proposal.....................................4
         Section 11.  Organization............................................5


ARTICLE III...................................................................5
         BOARD OF DIRECTORS...................................................5
         Section 1.  Powers...................................................5
         Section 2.  Number and Term of Directors.............................5
         Section 3.  Election.................................................6
         Section 4.  Vacancies and Newly Created Directorships................6
         Section 5.  Removal..................................................6
         Section 6.  Chairman of the Board....................................6
         Section 7.  Annual and Regular Meetings..............................7
         Section 8.  Special Meetings.........................................7
         Section 9.  Waiver of Notice.........................................7
         Section 10.  Quorum and Voting.......................................7
         Section 11.  Action Without a Meeting................................7
         Section 12.  Compensation of Directors...............................7



<PAGE>

ARTICLE IV....................................................................8
         COMMITTEES...........................................................8
         Section 1.  Organization.............................................8
         Section 2.  Executive Committee......................................8
         Section 3.  Proceedings and Quorum...................................8
         Section 4.  Other Committees.........................................8


ARTICLE V.....................................................................8
         OFFICERS.............................................................8
         Section 1.  General..................................................8
         Section 2.  Election, Tenure and Qualifications......................8
         Section 3.  Vacancies and Newly Created Officers.....................9
         Section 4.  Removal and Resignation..................................9
         Section 5.  President................................................9
         Section 6.  Vice President...........................................9
         Section 7.  Treasurer and Assistant Treasurers.......................9
         Section 8.  Secretary and Assistant Secretaries.....................10
         Section 9.  Subordinate Officers....................................10
         Section 10.  Remuneration...........................................10
         Section 11.  Surety Bond............................................10


ARTICLE VI...................................................................11
         CAPITAL STOCK.......................................................11
         Section 1.  Certificates of Stock...................................11
         Section 2.  Transfer of Shares......................................11
         Section 3.  Stock Ledgers...........................................11
         Section 4.  Transfer Agents and Registrars..........................11
         Section 5.  Fixing of Record Date...................................12
         Section 6.  Lost, Stolen or Destroyed Certificates..................12


ARTICLE VII..................................................................12
         FISCAL YEAR AND ACCOUNTANT..........................................12
         Section 1.  Fiscal Year.............................................12
         Section 2.  Accountant..............................................12


ARTICLE VIII.................................................................13
         CUSTODY OF SECURITIES...............................................13
         Section 1.  Employment of a Custodian...............................13
         Section 2.  Termination of Custodian Agreement......................13
         Section 3.  Other Arrangements......................................13



<PAGE>

ARTICLE IX...................................................................13
         INDEMNIFICATION AND INSURANCE.......................................13
         Section 1.  Indemnification of Officers, Directors,
            Employees and Agents.............................................13
         Section 2.  Insurance of Officers, Directors, Employees
            and Agents.......................................................13
         Section 3.  Amendment...............................................14


ARTICLE X....................................................................14
         AMENDMENTS..........................................................14
         Section 1.  General.................................................14
         Section 2.  By Stockholders Only....................................14



<PAGE>


                           AMENDED AND RESTATED BYLAWS

                                       OF

                NEUBERGER BERMAN INTERMEDIATE MUNICIPAL FUND INC.

                            (A MARYLAND CORPORATION)


                                    ARTICLE I
                              NAME OF CORPORATION,
                          LOCATION OF OFFICES AND SEAL


SECTION 1. NAME. The name of the  Corporation is Neuberger  Berman  Intermediate
Municipal Fund Inc.

SECTION 2. PRINCIPAL  OFFICES.  The principal  office of the  Corporation in the
State of Maryland  shall be located in the City of  Baltimore.  The  Corporation
may,  in  addition,  establish  and  maintain  such other  offices and places of
business as the Board of Directors may, from time to time, determine.

SECTION 3. SEAL. The corporate seal of the Corporation shall be circular in form
and shall bear the name of the Corporation,  the year of its incorporation,  and
the word  "Maryland." The form of the seal shall be subject to alteration by the
Board of  Directors  and the seal may be used by causing it or a facsimile to be
impressed or affixed or printed or otherwise reproduced. Any officer or director
of the  Corporation  shall have  authority  to affix the  corporate  seal of the
Corporation to any document requiring the same.

                                   ARTICLE II
                                  STOCKHOLDERS

SECTION 1. ANNUAL MEETINGS.  An annual meeting of stockholders  shall be held as
required and for the purposes  prescribed by the Investment Company Act of 1940,
as  amended  ("1940  Act"),  and the laws of the State of  Maryland  and for the
election of directors and the transaction of such other business as may properly
come before the meeting, except that no annual meeting is required to be held in
any year in which the  election of  directors  is not required to be acted upon.
Except for the first fiscal year of the  Corporation,  the meeting shall be held
annually at a time set by the Board of Directors at the Corporation's  principal
offices  or at such  other  place  within  the  United  States  as the  Board of
Directors shall select.

SECTION 2. SPECIAL  MEETINGS.  Special meetings of stockholders may be called at
any time by the Chairman of the Board,  President,  any Vice President,  or by a
majority of the Board of Directors,  and shall be held at such time and place as
may be stated in the notice of the meeting.

         Special  meetings of the  stockholders  may be called by the  Secretary
upon the written request of the holders of shares entitled to vote a majority of
all the  votes  entitled  to be cast at such  meeting,  provided  that  (1) such
request shall state the purposes of such meeting and the matters  proposed to be
acted on, and (2) the  stockholders  requesting  such meeting shall have paid to

<PAGE>

the  Corporation  the  reasonably  estimated  cost of preparing  and mailing the
notice  thereof,  which  the  Secretary  shall  determine  and  specify  to such
stockholders.

SECTION 3. NOTICE OF MEETINGS.  The  Secretary  shall cause notice of the place,
date and hour,  and, in the case of a special  meeting,  the purpose or purposes
for which the meeting is called,  to be mailed,  postage prepaid,  not less than
ten  nor  more  than  ninety  days  before  the  date  of the  meeting,  to each
stockholder entitled to vote at such meeting at his or her address as it appears
on the records of the  Corporation at the time of such mailing.  Notice shall be
deemed to be given when  deposited  in the United  States mail  addressed to the
stockholders as aforesaid. Notice of any stockholders' meeting need not be given
to any stockholder who shall sign a written waiver of such notice whether before
or after the time of such meeting,  or to any stockholder who is present at such
meeting in person or by proxy. Notice of adjournment of a stockholders'  meeting
to another time or place need not be given if such time and place are  announced
at  the  meeting.  Irregularities  in  the  notice  of any  meeting  to,  or the
nonreceipt of any such notice by, any of the  stockholders  shall not invalidate
any action otherwise properly taken by or at any such meeting.

SECTION 4. QUORUM AND ADJOURNMENT OF MEETINGS. The presence at any stockholders'
meeting, in person or by proxy, of stockholders  entitled to cast 33 1/3% of the
votes  shall  be  necessary  and  sufficient  to  constitute  a  quorum  for the
transaction of business. Subject to the rules established by the Chairman of the
stockholders'  meeting, in the absence of a quorum, the holders of a majority of
shares entitled to vote at the meeting and present in person or by proxy, or, if
no  stockholder  entitled to vote is present in person or by proxy,  any officer
present  entitled to preside or act as secretary of such meeting may adjourn the
meeting  without  determining  the date of the new  meeting or from time to time
without  further  notice  to a date not more than 120 days  after  the  original
record  date.  Any  business  that might  have been  transacted  at the  meeting
originally  called may be  transacted at any such  adjourned  meeting at which a
quorum is present.

SECTION 5. VOTING AND INSPECTORS.  Except as otherwise  provided in the Articles
of  Incorporation  or by  applicable  law, at each  stockholders'  meeting  each
stockholder  shall  be  entitled  to one  vote  for  each  share of stock of the
Corporation  validly issued and outstanding and registered in his or her name on
the books of the  Corporation on the record date fixed in accordance  with these
Bylaws,  either  in  person  or by proxy  appointed  by  instrument  in  writing
subscribed by such  stockholder or his or her duly authorized  attorney,  except
that no shares held by the Corporation shall be entitled to a vote. If no record
date has been  fixed,  the record  date for the  determination  of  stockholders
entitled to notice of or to vote at a meeting of stockholders shall be the later
of the close of business on the day on which  notice of the meeting is mailed or
the  thirtieth  day  before  the  meeting,  or,  if  notice  is  waived  by  all
stockholders,  at the close of business on the tenth day next  preceding the day
on which the meeting is held.

         Except as otherwise  provided in the Articles of Incorporation or these
Bylaws or as  required  by  provisions  of the 1940 Act,  all  matters  shall be
decided by a vote of the majority of the votes validly  cast. A plurality  shall
be sufficient to elect a director. The vote upon any question shall be by ballot
whenever requested by any person entitled to vote, but, unless such a request is
made, voting may be conducted in any way approved by the meeting.

         At any meeting at which there is an election of Directors, the chairman
of the  meeting  may,  and upon the request of the holders of ten percent of the
stock  entitled  to vote at such  election  shall,  appoint  two  inspectors  of


                                       2
<PAGE>

election who shall first subscribe an oath or affirmation to execute  faithfully
the duties of inspectors at such election with strict impartiality and according
to the best of their ability, and shall, after the election,  make a certificate
of the result of the vote taken.  No candidate for the office of Director  shall
be appointed as an inspector.

SECTION  6.  VALIDITY  OF  PROXIES.  At  all  meetings  of  stockholders,  every
stockholder of record  entitled to vote thereat shall be entitled to vote either
in person  or by proxy,  which  term  shall  include  proxies  provided  through
written, electronic, telephonic, computerized, facsimile,  telecommunication, or
telex  communication.  The  right  to  vote by  proxy  shall  exist  only if the
instrument  authorizing  such  proxy  to  act  shall  have  been  signed  by the
stockholder or by his or her duly authorized  attorney (who may be so authorized
by a writing or by any  non-written  means permitted by the laws of the State of
Maryland).  Unless a proxy provides  otherwise,  it shall not be valid more than
eleven months after its date. All proxies shall be delivered to the Secretary of
the Corporation or to the person acting as Secretary of the meeting before being
voted, who shall decide all questions  concerning  qualification of voters,  the
validity of proxies,  and the acceptance or rejection of votes. If inspectors of
election  have been  appointed by the chairman of the meeting,  such  inspectors
shall decide all such questions.  A proxy with respect to stock held in the name
of two or more  persons  shall be valid if  executed by one of them unless at or
prior to  exercise  of such proxy the  Corporation  receives a specific  written
notice to the contrary  from any one of them. A proxy  purporting to be executed
by or on behalf of a stockholder  shall be deemed valid unless  challenged at or
prior to its exercise.

SECTION 7. STOCK  LEDGER AND LIST OF  STOCKHOLDERS.  It shall be the duty of the
Secretary or  Assistant  Secretary  of the  Corporation  to cause an original or
duplicate  stock  ledger to be  maintained  at the  office of the  Corporation's
transfer  agent.  Such stock  ledger  may be in  written  form or any other form
capable of being converted into written form within a reasonable time for visual
inspection.  Any one or more  persons,  each of whom has been a  stockholder  of
record of the  Corporation for more than six months next preceding such request,
who owns in the  aggregate 5% or more of the  outstanding  capital  stock of the
Corporation,  may submit  (unless  the  Corporation  at the time of the  request
maintains  a  duplicate  stock  ledger at its  principal  office in  Maryland) a
written  request to any  officer of the  Corporation  or its  resident  agent in
Maryland for a list of the stockholders of the Corporation. Within 20 days after
such a request, there shall be prepared and filed at the Corporation's principal
office in Maryland a list containing the names and addresses of all stockholders
of the  Corporation  and  the  number  of  shares  of  each  class  held by each
stockholder, certified as correct by an officer of the Corporation, by its stock
transfer agent, or by its registrar.

SECTION 8. ACTION WITHOUT MEETING.  Any action required or permitted to be taken
by stockholders  at a meeting of stockholders  may be taken without a meeting if
(1) all  stockholders  entitled  to vote on the matter  consent to the action in
writing, (2) all stockholders entitled to notice of the meeting but not entitled
to vote  at it sign a  written  waiver  of any  right  to  dissent,  and (3) the
consents and waivers are filed with the records of the meetings of stockholders.
Such consent shall be treated for all purposes as a vote at the meeting.

SECTION 9.  NOMINATION.  Subject to the rights of holders of any class or series
of stock having a preference over the Corporation's common stock as to dividends
or upon  liquidation,  nominations  for the election of directors may be made by
the Board of Directors or a committee  appointed by the Board of Directors or by
any  stockholder  entitled to vote in the election of  directors.  However,  any


                                       3
<PAGE>

stockholder  entitled  to vote in the  election  of  directors  at a meeting may
nominate a director only by notice in writing delivered or mailed by first class
United States mail,  postage prepaid,  to the Secretary of the Corporation,  and
received by the Secretary not less than (i) with respect to any nomination to be
introduced at an annual meeting of  stockholders,  ninety days in advance of the
date of the Corporation's proxy statement released to stockholders in connection
with the previous year's annual meeting, and (ii) with respect to any nomination
to be introduced at a special meeting of stockholders,  the close of business on
the  seventh day  following  the date on which  notice of such  meeting is first
given to  stockholders.  Each  such  notice  shall set  forth:  (a) the name and
address of the  stockholder who intends to make the nomination and of the person
or persons to be  nominated;  (b) a  representation  that the  stockholder  is a
holder of record or  beneficial  owner of stock of the  Corporation  entitled to
vote at such  meeting  (together  with  such  proof  thereof  as would  meet the
requirements  for proposals that are to be included in the  Corporation's  proxy
statements  pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended,  or any  successor  to such Rule) and intends to appear in person or by
proxy at the meeting to nominate the person or persons  specified in the notice;
(c) the class and number of shares of stock held of record,  owned  beneficially
and  represented  by proxy by such  stockholder  as of the  record  date for the
meeting (if such date shall then have been made  publicly  available)  and as of
the  date  of  such  notice.  The  chairperson  of the  meeting  may  refuse  to
acknowledge a nomination by any stockholder  that is not made in compliance with
the foregoing procedure.

SECTION 10. STOCKHOLDER PROPOSAL. Any stockholder who is entitled to vote in the
election of directors  and who meets the  requirements  of the proxy rules under
the  Securities  Exchange  Act of 1934,  as amended,  may submit to the Board of
Directors  proposals to be considered for submission to the  stockholders of the
Corporation for their vote. The  introduction  of any stockholder  proposal that
the Board of Directors  decides  should be voted on by the  stockholders  of the
Corporation,  shall be made by notice in  writing  delivered  or mailed by first
class United States mail, postage prepaid,  to the Secretary of the Corporation,
and received by the  Secretary not less than (i) with respect to any proposal to
be introduced at an annual  meeting of  stockholders,  ninety days in advance of
the date of the  Corporation's  proxy  statement  released  to  stockholders  in
connection with the previous year's annual meeting, and (ii) with respect to any
proposal to be introduced  at a special  meeting of  stockholders,  the close of
business on the seventh day  following  the date on which notice of such meeting
is first  given to  stockholders.  Each such  notice  shall set  forth:  (a) the
proposal  to be  introduced;  (b) the name and  address of the  stockholder  who
intends to make the proposal;  (c) a  representation  that the  stockholder is a
holder of record or  beneficial  owner of stock of the  Corporation  entitled to
vote at such  meeting  (together  with  such  proof  thereof  as would  meet the
requirements  for proposals that are to be included in the  Corporation's  proxy
statements  pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended,  or any  successor  to such Rule) and intends to appear in person or by
proxy at the meeting to introduce  the proposal or  proposals,  specified in the
notice;  and (d) the class and number of shares of stock  held of record,  owned
beneficially  and represented by proxy by such stockholder as of the record date
for the meeting (if such date shall then have been made publicly  available) and
as of the date of such  notice.  The  chairperson  of the  meeting may refuse to
acknowledge the introduction of any stockholder  proposal not made in compliance
with the foregoing procedure.




                                       4
<PAGE>

SECTION 11. ORGANIZATION. At every meeting of stockholders,  the Chairman of the
Board,  if there be one, shall conduct the meeting or, in the case of vacancy in
office or absence of the  Chairman of the Board,  one of the  following  present
shall conduct the meeting in the order stated:  the Vice  Chairman,  if there be
one, the President,  Vice Presidents,  in their order of rank and seniority, or,
in  the  absence  of  such  Director  or  officers,  a  Chairman  chosen  by the
stockholders  entitled to cast a majority  of the votes  which all  stockholders
present in person or by proxy are entitled to cast,  shall act as Chairman,  and
the  Secretary,  or in his or her  absence,  an assistant  secretary,  or in the
absence of both the Secretary and assistant  secretaries,  a person appointed by
the Chairman  shall act as  Secretary of the meeting.  The order of business and
all  other  matters  of  procedure  at any  meeting  of  stockholders  shall  be
determined  by the  Chairman  of the  meeting.  The  Chairman of the meeting may
prescribe such rules, regulations and procedures and take such action as, in the
discretion  of such  Chairman,  are  appropriate  for the proper  conduct of the
meeting,  including,  without limitation,  (a) restricting admission to the time
set for the commencement of the meeting;  (b) limiting attendance at the meeting
to stockholders of record of the Corporation,  their duly authorized  proxies or
other such  persons as the Chairman of the meeting may  determine;  (c) limiting
participation  at the  meeting  on any matter to  stockholders  of record of the
Corporation  entitled to vote on any such matter,  their duly authorized proxies
or other such persons as the Chairman of the meeting may determine; (d) limiting
the time  allotted to questions  or comments by  participants;  (e)  maintaining
order and security at the meeting;  and (f) recessing or adjourning  the meeting
to a later date, time and place announced by the Chairman of the meeting. Unless
otherwise  determined by the Chairman of the meeting,  meetings of  stockholders
shall not be required to be held in accordance  with the rules of  parliamentary
procedure.



                                   ARTICLE III
                               BOARD OF DIRECTORS

SECTION 1.  POWERS.  Except as  otherwise  provided by  operation of law, by the
Articles of Incorporation,  or by these Bylaws,  the business and affairs of the
Corporation  shall be managed  under the  direction of and all the powers of the
Corporation shall be exercised by or under authority of its Board of Directors.

SECTION  2.  NUMBER  AND TERM OF  DIRECTORS.  Except  for the  initial  Board of
Directors, the Board of Directors shall consist of not fewer than three nor more
than sixteen Directors, as specified by a resolution of a majority of the entire
Board of  Directors.  Except for the initial  Board of  Directors,  the Board of
Directors  shall at all times be  divided  as  equally  as  possible  into three
classes of directors,  designated Class I, Class II, and Class III. The terms of
office of Class I, Class II, and Class III directors  shall expire at the annual
meeting of stockholders held in 2003, 2004, and 2005, respectively,  and at each
third  annual  meeting of  stockholders  thereafter.  At least one member of the
Board of Directors  shall be a person who is not an  "interested  person" of the
Corporation, as that term is defined in the 1940 Act. All other directors may be
interested  persons of the  Corporation if the  requirements of the 1940 Act and
the  rules  and  regulations  thereunder  are  met by the  Corporation  and  its
investment adviser.  Directors need not be stockholders of the Corporation.  All
acts done at any meeting of the Directors or by any person acting as a Director,
so long as his or her  successor  shall not have been duly elected or appointed,
shall,  notwithstanding  that it be  afterwards  discovered  that there was some


                                       5
<PAGE>

defect in the election of the  Directors or of such person  acting as a Director
or that they or any of them were  disqualified,  be as valid as if the Directors
or such other person,  as the case may be, had been duly elected and were or was
qualified to be Directors or a Director of the Corporation.  Each Director shall
hold office until his or her  successor is elected and qualified or until his or
her earlier death, resignation or removal.

SECTION 3.  ELECTION.  At the first annual  meeting of  stockholders,  Directors
shall be elected by vote of the holders of a plurality of the shares  present in
person or by proxy and entitled to vote thereon. Thereafter, except as otherwise
provided in these Bylaws,  the Directors shall be elected by the stockholders at
a meeting held on a date fixed by the Board of Directors. A plurality of all the
votes cast at a meeting at which a quorum is  present is  sufficient  to elect a
Director.

SECTION 4.  VACANCIES AND NEWLY CREATED  DIRECTORSHIPS.  If any vacancies  shall
occur in the Board of  Directors  by reason of death,  resignation,  removal  or
otherwise,  or if the  authorized  number of Directors  shall be increased,  the
Directors  then in office  shall  continue to act,  and such  vacancies  (if not
previously  filled  by the  stockholders)  may be filled  by a  majority  of the
Directors  then in  office,  although  less than a quorum,  except  that a newly
created  Directorship  may be filled only by a majority vote of the entire Board
of Directors;  provided,  however,  that 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 (if any)
may fill any  vacancy  among the  number of  directors  elected  by that  class;
provided further,  however, that, at any time that there are stockholders of the
Corporation, immediately after filling such vacancy at least two-thirds (2/3) of
the Directors  then holding office shall have been elected to such office by the
stockholders of the  Corporation.  In the event that at any time, other than the
time preceding the first annual stockholders'  meeting,  less than a majority of
the Directors of the Corporation holding office at that time were elected by the
stockholders,  a meeting of the  stockholders  shall be held promptly and in any
event  within  sixty days for the  purpose  of  electing  Directors  to fill any
existing vacancies in the Board of Directors, unless the Securities and Exchange
Commission shall by rule or order extend such period.

SECTION 5. REMOVAL. At any stockholders' meeting duly called,  provided a quorum
is present,  the stockholders may remove any director from office,  but only for
cause,  and may elect a successor or successors to fill any resulting  vacancies
for the unexpired  terms of the removed  director or directors.  An  affirmative
vote of 75% of the then outstanding  shares of the  Corporation's  capital stock
entitled to vote for such  director  shall be required to remove a director  for
cause.  After the initial  issuance of any shares of the  Corporation's  capital
stock,  this section may be amended only by the  affirmative  vote of 75% of the
shares of the Corporation outstanding.

SECTION 6. CHAIRMAN OF THE BOARD.  The Board of Directors  may, but shall not be
required to,  elect a Chairman of the Board.  Any Chairman of the Board shall be
elected  from among the  Directors of the  Corporation  and may hold such office
only so long as he or she  continues  to be a Director.  The  Chairman,  if any,
shall preside at all stockholders'  meetings and at all meetings of the Board of
Directors,  and may be EX  OFFICIO  a member of all  committees  of the Board of
Directors.  The Chairman, if any, shall have such powers and perform such duties
as may be assigned from time to time by the Board of Directors.



                                       6
<PAGE>

SECTION  7.  ANNUAL AND  REGULAR  MEETINGS.  The annual  meeting of the Board of
Directors for choosing  officers and transacting  other proper business shall be
held at such time and place as the Board may  determine.  The Board of Directors
from time to time may provide by resolution for the holding of regular  meetings
and fix their time and place within or outside the State of Maryland.  Except as
otherwise  provided in the 1940 Act, notice of such annual and regular  meetings
need not be given,  provided  that  notice of any change in the time or place of
such meetings shall be sent promptly to each Director not present at the meeting
at which such  change was made,  in the  manner  provided  for notice of special
meetings.  Except as otherwise provided under the 1940 Act, members of the Board
of Directors or any committee designated thereby may participate in a meeting of
such  Board  or  committee  by  means  of  a  conference  telephone  or  similar
communications equipment that allows all persons participating in the meeting to
hear each other at the same time.

SECTION 8. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be
held whenever  called by the Chairman of the Board,  the  President  (or, in the
absence or disability of the President, by any Vice President), the Treasurer or
by two or more Directors,  at the time and place (within or without the State of
Maryland)  specified  in the  respective  notice  or  waivers  of notice of such
meetings.  Notice of special meetings,  stating the time and place, shall be (1)
mailed to each  Director at his or her residence or regular place of business at
least three days before the day on which a special  meeting is to be held or (2)
delivered to him or her  personally or  transmitted  to him or her by telegraph,
telecopy, telex, cable or wireless at least one day before the meeting.

SECTION  9.  WAIVER OF  NOTICE.  No notice of any  meeting  need be given to any
Director  who is present at the meeting or who waives  notice of such meeting in
writing (which waiver shall be filed with the records of such  meeting),  either
before or after the time of the meeting.

SECTION 10. QUORUM AND VOTING.  At all meetings of the Board of  Directors,  the
presence  of one half or more of the number of  Directors  then in office  shall
constitute a quorum for the  transaction of business,  provided that there shall
be present at least two directors. In the absence of a quorum, a majority of the
Directors  present may adjourn the  meeting,  from time to time,  until a quorum
shall be present. The action of a majority of the Directors present at a meeting
at which a quorum is  present  shall be the  action  of the Board of  Directors,
unless  concurrence of a greater  proportion is required for such action by law,
by the Articles of Incorporation or by these Bylaws.

SECTION 11. ACTION  WITHOUT A MEETING.  Except as otherwise  provided  under the
1940 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
a written  consent  to such  action is signed by all  members of the Board or of
such  committee,  as the case may be, and such written consent is filed with the
minutes of proceedings of the Board or committee.

SECTION 12.  COMPENSATION  OF DIRECTORS.  Directors shall be entitled to receive
such  compensation  from the  Corporation for their services as may from time to
time be determined by resolution of the Board of Directors.



                                       7
<PAGE>

                                   ARTICLE IV
                                   COMMITTEES

SECTION 1. ORGANIZATION.  By resolution  adopted by the Board of Directors,  the
Board may designate one or more committees of the Board of Directors,  including
an Executive Committee.  The Chairmen of such committees shall be elected by the
Board of  Directors.  Each  committee  must be comprised of two or more members,
each of whom must be a  Director  and shall  hold  committee  membership  at the
pleasure of the Board.  The Board of Directors  shall have the power at any time
to  change  the  members  of  such  committees  and  to  fill  vacancies  in the
committees. The Board may delegate to these committees any of its powers, except
the power to declare a dividend or distribution on stock, authorize the issuance
of stock, recommend to stockholders any action requiring stockholders' approval,
amend these Bylaws,  approve any merger or share exchange which does not require
stockholder  approval,  approve or terminate  any contract  with an  "investment
adviser" or "principal underwriter," as those terms are defined in the 1940 Act,
or to take any other action required by the 1940 Act to be taken by the Board of
Directors.

SECTION 2. EXECUTIVE  COMMITTEE.  Unless otherwise provided by resolution of the
Board of Directors, when the Board of Directors is not in session, the Executive
Committee,  if one is designated  by the Board,  shall have and may exercise all
powers of the Board of Directors in the  management  of the business and affairs
of the Corporation that may lawfully be exercised by an Executive Committee. The
President shall automatically be a member of the Executive Committee.

SECTION 3. PROCEEDINGS AND QUORUM.  In the absence of an appropriate  resolution
of the Board of Directors,  each committee may adopt such rules and  regulations
governing its  proceedings,  quorum and manner of acting as it shall deem proper
and  desirable.  In the event any  member of any  committee  is absent  from any
meeting,  the  members  thereof  present  at the  meeting,  whether  or not they
constitute  a quorum,  may appoint a member of the Board of  Directors to act in
the place of such absent member.

SECTION  4.  OTHER  COMMITTEES.   The  Board  of  Directors  may  appoint  other
committees,  each consisting of one or more persons,  who need not be Directors.
Each such  committee  shall have such powers and  perform  such duties as may be
assigned  to it from  time to time by the  Board of  Directors,  but  shall  not
exercise  any  power  which  may  lawfully  be  exercised  only by the  Board of
Directors or a committee thereof.

                                    ARTICLE V
                                    OFFICERS

SECTION 1.  GENERAL.  The officers of the  Corporation  shall be a President,  a
Secretary,  and a  Treasurer,  and  may  include  one or more  Vice  Presidents,
Assistant Secretaries or Assistant Treasurers, and such other officers as may be
appointed in accordance with the provisions of Section 9 of this Article.

SECTION 2. ELECTION, TENURE AND QUALIFICATIONS. The officers of the Corporation,
except  those  appointed  as provided  in Section 9 of this  Article V, shall be
elected  by the Board of  Directors  at its  first  meeting  or such  subsequent
meetings  as shall be held prior to its first  annual  meeting,  and  thereafter
annually at its annual  meeting.  If any  officers are not elected at any annual


                                       8
<PAGE>

meeting,  such  officers  may be  elected at any  subsequent  regular or special
meeting of the  Board.  Except as  otherwise  provided  in this  Article V, each
officer  elected  by the Board of  Directors  shall hold  office  until the next
annual  meeting of the Board of Directors and until his or her  successor  shall
have been elected and qualified.  Any person may hold one or more offices of the
Corporation  except that no one person may serve  concurrently as both President
and Vice  President.  A person who holds more than one office in the Corporation
may not act in more than one  capacity  to  execute,  acknowledge,  or verify an
instrument  required by law to be  executed,  acknowledged,  or verified by more
than one officer. No officer need be a Director.

SECTION 3. VACANCIES AND NEWLY CREATED  OFFICERS.  If any vacancy shall occur in
any office by reason of death, resignation,  removal,  disqualification or other
cause,  or if any new office shall be created,  such  vacancies or newly created
offices  may be filled by the  Board of  Directors  at any  regular  or  special
meeting or, in the case of any office created  pursuant to Section 9 hereof,  by
any  officer  upon whom such  power  shall have been  conferred  by the Board of
Directors.

SECTION 4.  REMOVAL AND  RESIGNATION.  Any officer may be removed from office by
the vote of a  majority  of the  members  of the Board of  Directors  given at a
regular meeting or any special meeting called for such purpose, if the Board has
determined  the best interests of the  Corporation  will be served by removal of
that  officer.  Any officer may resign from office at any time by  delivering  a
written resignation to the Board of Directors,  the President, the Secretary, or
any Assistant  Secretary.  Unless otherwise specified therein,  such resignation
shall take effect upon delivery.

SECTION 5. PRESIDENT.  The President shall be the chief executive officer of the
Corporation  and, in the absence of the  Chairman of the Board or if no Chairman
of the Board has been elected,  shall preside at all stockholders'  meetings and
at all  meetings of the Board of  Directors  and shall in general  exercise  the
powers and  perform  the  duties of the  Chairman  of the Board.  Subject to the
supervision of the Board of Directors,  the President  shall have general charge
of the business, affairs and property of the Corporation and general supervision
over its officers,  employees  and agents.  Except as the Board of Directors may
otherwise  order,  the  President  may  sign in the name  and on  behalf  of the
Corporation  all deeds,  bonds,  contracts,  or agreements.  The President shall
exercise  such other  powers and perform  such other duties as from time to time
may be assigned by the Board of Directors.

SECTION 6. VICE  PRESIDENT.  The Board of Directors  may from time to time elect
one or more Vice  Presidents  who shall have such powers and perform such duties
as from time to time may be  assigned to them by the Board of  Directors  or the
President.  At  the  request  of,  or in the  absence  or in  the  event  of the
disability of, the  President,  the Vice President (or, if there are two or more
Vice Presidents, then the senior of the Vice Presidents present and able to act)
may perform all the duties of the President and, when so acting,  shall have all
the powers of and be subject to all the restrictions upon the President.

SECTION 7.  TREASURER  AND  ASSISTANT  TREASURERS.  The  Treasurer  shall be the
principal  financial and accounting  officer of the  Corporation  and shall have
general charge of the finances and books of account of the  Corporation.  Except
as  otherwise  provided  by the Board of  Directors,  the  Treasurer  shall have
general  supervision  of the funds and  property of the  Corporation  and of the
performance by the Custodian of its duties with respect  thereto.  The Treasurer
shall  render to the Board of  Directors,  whenever  directed  by the Board,  an
account of the financial condition of the Corporation and of all transactions as


                                       9
<PAGE>

Treasurer;  and as soon as possible  after the close of each  financial year the
Treasurer shall make and submit to the Board of Directors a like report for such
financial year. The Treasurer shall perform all acts incidental to the office of
Treasurer, subject to the control of the Board of Directors.

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

SECTION 8. SECRETARY AND ASSISTANT  SECRETARIES.  The Secretary  shall attend to
the giving and serving of all notices of the  Corporation  and shall  record all
proceedings  of the meetings of the  stockholders  and  Directors in books to be
kept for that purpose.  The Secretary shall keep in safe custody the seal of the
Corporation,  and shall have  responsibility for the records of the Corporation,
including  the stock  books  and such  other  books  and  papers as the Board of
Directors may direct and such books,  reports,  certificates and other documents
required by law to be kept, all of which shall at all  reasonable  times be open
to  inspection by any  Director.  The Secretary  shall perform such other duties
which appertain to this office or as may be required by the Board of Directors.

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

SECTION 9.  SUBORDINATE  OFFICERS.  The Board of Directors from time to time may
appoint such other  officers and agents as it may deem  advisable,  each of whom
shall have such title,  hold office for such  period,  have such  authority  and
perform  such  duties  as the Board of  Directors  may  determine.  The Board of
Directors  from time to time may delegate to one or more  officers or agents the
power to appoint any such subordinate  officers or agents and to prescribe their
respective rights, terms of office, authorities and duties. Any officer or agent
appointed in  accordance  with the  provisions of this Section 9 may be removed,
either with or without  cause,  by any  officer  upon whom such power of removal
shall have been conferred by the Board of Directors.

SECTION 10. REMUNERATION.  The salaries or other compensation of the officers of
the  Corporation  shall be fixed from time to time by resolution of the Board of
Directors in the manner  provided by Section 10 of Article III,  except that the
Board of Directors may by resolution  delegate to any person or group of persons
the power to fix the salaries or other compensation of any subordinate  officers
or agents  appointed  in  accordance  with the  provisions  of Section 9 of this
Article V.

SECTION 11. SURETY BOND. The Board of Directors may require any officer or agent
of the Corporation to execute a bond (including,  without  limitation,  any bond
required by the 1940 Act and the rules and  regulations  of the  Securities  and
Exchange Commission  promulgated  thereunder) to the Corporation in such sum and
with  such  surety  or  sureties  as  the  Board  of  Directors  may  determine,
conditioned  upon  the  faithful  performance  of  his  or  her  duties  to  the
Corporation,  including  responsibility for negligence and for the accounting of
any of the Corporation's property, funds or securities that may come into his or
her hands.



                                       10
<PAGE>

                                   ARTICLE VI
                                  CAPITAL STOCK

SECTION 1.  CERTIFICATES  OF STOCK.  The  interest  of each  stockholder  of the
Corporation  shall be evidenced by certificates for shares of stock in such form
as the Board of Directors may from time to time  authorize,  provided,  however,
the Board of  Directors  may,  in its  discretion,  authorize  the  issuance  of
non-certificated  shares.  No certificate  shall be valid unless it is signed by
the  President or a Vice  President  and  countersigned  by the  Secretary or an
Assistant   Secretary  or  the  Treasurer  or  an  Assistant  Treasurer  of  the
Corporation and sealed with the seal of the Corporation,  or bears the facsimile
signatures  of such  officers and a facsimile of such seal.  In case any officer
who shall have signed any such  certificate,  or whose  facsimile  signature has
been  placed  thereon,  shall  cease to be such an  officer  (because  of death,
resignation or otherwise)  before such  certificate is issued,  such certificate
may be issued and delivered by the Corporation  with the same effect as if he or
she were such officer at the date of issue.

         In the event that the Board of  Directors  authorizes  the  issuance of
non-certificated  shares of stock, the Board of Directors may, in its discretion
and at any time,  discontinue  the  issuance of share  certificates  and may, by
written notice to the registered owners of each certificated share,  require the
surrender  of share  certificates  to the  Corporation  for  cancellation.  Such
surrender  and  cancellation  shall not  affect the  ownership  of shares of the
Corporation.

SECTION 2.  TRANSFER  OF  SHARES.  Shares of stock of the  Corporation  shall be
transferable  on the books of the Corporation by the holder of record thereof in
person or by his or her duly  authorized  attorney or legal  representative  (i)
upon surrender and  cancellation of a certificate or  certificates  for the same
number of shares of the same  class,  duly  endorsed  or  accompanied  by proper
instruments of assignment and transfer,  with such proof of the  authenticity of
the signature as the Corporation or its agents may reasonably  require,  or (ii)
as otherwise  prescribed by the Board of  Directors.  The shares of stock of the
Corporation may be freely transferred, and the Board of Directors may, from time
to time, adopt rules and regulations with reference to the method of transfer of
the shares of stock of the  Corporation.  The  Corporation  shall be entitled to
treat the holder of record of any share of stock as the absolute  owner  thereof
for all  purposes,  and  accordingly  shall not be bound to recognize any legal,
equitable  or other  claim or  interest  in such  share on the part of any other
person, whether or not it shall have express or other notice thereof,  except as
otherwise expressly provided by law or the statutes of the State of Maryland.

SECTION 3. STOCK LEDGERS.  The stock ledgers of the Corporation,  containing the
names and  addresses of the  stockholders  and the number of shares held by them
respectively,  shall be kept at the principal  offices of the Corporation or, if
the  Corporation  employs a transfer agent, at the offices of the transfer agent
of the Corporation.

SECTION 4. TRANSFER AGENTS AND REGISTRARS.  The Board of Directors may from time
to time appoint or remove transfer agents and registrars of transfers for shares
of stock of the Corporation, and it may appoint the same person as both transfer
agent and  registrar.  Upon any such  appointment  being  made all  certificates
representing shares of capital stock thereafter issued shall be countersigned by
one of such  transfer  agents or by one of such  registrars or by both and shall
not be valid unless so countersigned.  If the same person shall be both transfer
agent and registrar, only one countersignature by such person shall be required.



                                       11
<PAGE>

SECTION 5. FIXING OF RECORD DATE.  The Board of  Directors  may fix in advance a
date as a record  date for the  determination  of the  stockholders  entitled to
notice of or to vote at any stockholders' meeting or any adjournment thereof, or
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 to  exercise  any  rights in respect of any  change,  conversion  or
exchange of stock, or for the purpose of any other lawful action,  provided that
(1) such record date shall be within  ninety days prior to the date on which the
particular action requiring such  determination  will be taken; (2) the transfer
books shall not be closed for a period  longer than twenty days;  and (3) in the
case of a meeting of  stockholders,  the record  date shall be at least ten days
before the date of the meeting.

SECTION  6.  LOST,  STOLEN  OR  DESTROYED  CERTIFICATES.  Before  issuing  a new
certificate  for stock of the Corporation  alleged to have been lost,  stolen or
destroyed, the Board of Directors or any officer authorized by the Board may, in
its discretion,  require the owner of the lost, stolen or destroyed  certificate
(or his or her legal  representative)  to give the  Corporation  a bond or other
indemnity,  in such form and in such amount as the Board or any such officer may
direct and with such surety or sureties as may be  satisfactory  to the Board or
any such officer, sufficient to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss,  theft or  destruction of
any such certificate or the issuance of such new certificate.

                                   ARTICLE VII
                           FISCAL YEAR AND ACCOUNTANT

SECTION  1.  FISCAL  YEAR.  The fiscal  year of the  Corporation  shall,  unless
otherwise ordered by the Board of Directors, be twelve calendar months ending on
October 31, except as otherwise established by the Board of Directors.

SECTION 2.  ACCOUNTANT.

         A. The Corporation  shall employ an independent  public accountant or a
firm of independent public accountants as its Accountant to examine the accounts
of the Corporation  and to sign and certify  financial  statements  filed by the
Corporation.  The Accountant's  certificates and reports shall be addressed both
to the  Board  of  Directors  and to the  stockholders.  The  employment  of the
Accountant  shall be conditioned  upon the right of the Corporation to terminate
the  employment  forthwith  without  any  penalty by vote of a  majority  of the
outstanding  voting  securities  at any  stockholders'  meeting  called for that
purpose.

         B. The  members  of the  Board  of  Directors  who are not  "interested
persons"  (as  defined in the 1940 Act) of the  Corporation,  acting by majority
vote,  shall select the Accountant in accordance  with the  requirements  of the
1940 Act.

         C. Any vacancy occurring between annual meetings due to the resignation
of the  Accountant may be filled by the vote of a majority of the members of the
Board of Directors who are not interested persons.



                                       12
<PAGE>

                                  ARTICLE VIII
                              CUSTODY OF SECURITIES

SECTION 1. EMPLOYMENT OF A CUSTODIAN.  As and to the extent required by the 1940
Act and the regulations thereunder, the Corporation shall place and at all times
maintain in the  custody of a Custodian  (including  any  sub-custodian  for the
Custodian)  all  funds,   securities  and  similar   investments  owned  by  the
Corporation.  The  Custodian  (and any  sub-custodian)  shall be a bank or trust
company of good standing  having an aggregate  capital,  surplus,  and undivided
profits not less than fifty million  dollars  ($50,000,000)  that  satisfies all
applicable standards,  financial or otherwise,  pursuant to the 1940 Act or such
other  financial  institution  or other  entity as shall be permitted by rule or
order  of the  Securities  and  Exchange  Commission.  The  Custodian  shall  be
appointed  from  time to time by the  Board of  Directors,  which  shall fix its
remuneration.

SECTION 2. TERMINATION OF CUSTODIAN AGREEMENT. Upon termination of the agreement
for services  with the  Custodian  or inability of the  Custodian to continue to
serve, the Board of Directors shall promptly appoint a successor Custodian,  but
in the event  that no  successor  Custodian  can be found  who has the  required
qualifications  and is willing to serve,  the Board of  Directors  shall call as
promptly as possible a special meeting of the stockholders to determine  whether
the Corporation shall function without a Custodian or shall be liquidated. If so
directed by  resolution of the Board of Directors or by vote of the holders of a
majority of the outstanding  shares of stock of the  Corporation,  the Custodian
shall  deliver  and pay  over  all  property  of the  Corporation  held by it as
specified in such vote.

SECTION 3. OTHER ARRANGEMENTS.  The Corporation may make such other arrangements
for  the  custody  of its  assets  (including  deposit  arrangements)  as may be
required by any applicable law, rule or regulation.

                                   ARTICLE IX
                          INDEMNIFICATION AND INSURANCE

SECTION 1.  INDEMNIFICATION  OF OFFICERS,  DIRECTORS,  EMPLOYEES AND AGENTS. The
Corporation shall indemnify its present and past directors,  officers, employees
and agents, and any persons who are serving or have served at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust, or enterprise,  to the full extent provided
and  allowed  by  Section  2-418  of the  Maryland  General  Corporate  Law or a
successor  provision thereto  concerning  corporations,  as amended from time to
time, or any other applicable provisions of law. Notwithstanding anything herein
to  the  contrary,  no  director,   officer,  investment  adviser  or  principal
underwriter  of the  Corporation  shall be  indemnified in violation of Sections
17(h) and (i) of the 1940 Act. Expenses incurred by any such person in defending
any  proceeding  to which  he or she is a party  by  reason  of  service  in the
above-referenced  capacities  shall  be paid in  advance  or  reimbursed  by the
Corporation to the full extent  permitted by law,  including  Sections 17(h) and
(i) of the 1940 Act and other  applicable  law  (including  Maryland law and the
Investment  Company  Act of 1940.  Corporation's  Transfer  Agent  shall have no
rights to indemnification, advances or insurance under this Article IX except as
approved by the Board.

SECTION  2.  INSURANCE  OF  OFFICERS,  DIRECTORS,   EMPLOYEES  AND  AGENTS.  The
Corporation  may purchase and maintain  insurance on behalf of any person who is
or was a director,  officer, employee or agent of the Corporation,  or is or was


                                       13
<PAGE>

serving at the request of the  Corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against any liability  asserted against that person and incurred by
that  person  in or  arising  out of his or her  position,  whether  or not  the
Corporation would have the power to indemnify him or her against such liability.

SECTION 3. AMENDMENT. No amendment,  alteration or repeal of this Article or the
adoption,  alteration  or  amendment  of any other  provision of the Articles of
Incorporation  or Bylaws  inconsistent  with this Article shall adversely affect
any right or protection of any person under this Article with respect to any act
or failure to act which occurred prior to such amendment,  alteration, repeal or
adoption.

                                    ARTICLE X
                                   AMENDMENTS

SECTION 1.  GENERAL.  Except as  provided  in  Section 2 of this  Article X, all
Bylaws of the  Corporation,  whether  adopted by the Board of  Directors  or the
stockholders,  shall be  subject to  amendment,  alteration  or repeal,  and new
Bylaws  may be made by the  affirmative  vote of A MAJORITY  OF either:  (1) the
holders of record of the outstanding shares of stock of the Corporation entitled
to vote,  at any  annual or special  meeting,  the notice or waiver of notice of
which shall have  specified or summarized  the proposed  amendment,  alteration,
repeal or new Bylaw; or (2) the Directors, at any regular or special meeting the
notice or waiver of notice of which  shall  have  specified  or  summarized  the
proposed amendment, alteration, repeal or new Bylaw.

SECTION 2. BY  STOCKHOLDERS  ONLY.  No  amendment of any section of these Bylaws
shall be made  except  by the  stockholders  of the  Corporation  if the  Bylaws
provide that such section may not be amended,  altered or repealed except by the
stockholders. From and after the issue of any shares of the capital stock of the
Corporation, no amendment,  alteration or repeal of this Article X shall be made
except  by the  affirmative  vote  of the  holders  of  either:  (a)  more  than
two-thirds of the Corporation's outstanding shares present at a meeting at which
the holders of more than fifty percent of the outstanding  shares are present in
person  or by  proxy,  or (b)  more  than  fifty  percent  of the  Corporation's
outstanding shares.



















                                       14

</TEXT>
</DOCUMENT>
