<DOCUMENT>
<TYPE>EX-99.77Q2 ITEM 405
<SEQUENCE>3
<FILENAME>msindiainvestmentfundbylaws.txt
<DESCRIPTION>MS INDIA INVESTMENT FUND BY LAWS
<TEXT>

MORGAN STANLEY INDIA INVESETMENT FUND, INC.
A Maryland corporation
AMENDED AND RESTATED BY-LAWS
June 2012

TABLE OF CONTENTS

ARTICLE I     5
Section 1.1.  Place of Meeting 5
Section 1.2.  Annual Meetings 5
Section 1.3.  Special Meetings 5
Section 1.4.  Notice of Meetings of Stockholders 6
Section 1.5.  Record Dates 6
Section 1.6.  Quorum; Adjournment of Meetings 7
Section 1.7.  Voting and Inspectors 7
Section 1.8.  Conduct of Stockholders' Meetings	8
Section 1.9.  Concerning Validity of Proxies, Ballots, etc. 8
Section 1.10. Action Without Meeting 8
Section 1.11. Advance Notice of Stockholder Nominees for Director and
	      Other Stockholder Proposals 9
ARTICLE II    12
Section 2.1.  Function of Directors 13
Section 2.2.  Number of Directors 13
Section 2.3.  Classes of Dierctors; Terms of Directors	13
Section 2.4.  Vacancies	3
Section 2.5.  Increase or Decrease in Number of Directors 34
Section 2.6.  Place of Meeting 34
Section 2.7.  Regular Meetings 34
Section 2.8.  Special Meetings 34
Section 2.9.  Notices 3
Section 2.10. Quorum 35
Section 2.11. Executive Committee 35
Section 2.12. Other Committees 36
Section 2.13. Telephone Meetings 36
Section 2.14. Action Without a Meeting 36
Section 2.15. Compensation of Directors	3
Section 2.16. Selection and Nomination of Non-Interested Directors 37

ARTICLE III   37
Section 3.1.  Executive Officers 3
Section 3.2.  Term of Office 3
Section 3.3.  Powers and Duties	38
Section 3.4.  Surety Bonds 38

ARTICLE IV    3
Section 4.1.  Certificates for Shares 3
Section 4.2.  Transfer of Shares 3
Section 4.3.  Stock Ledgers 39
Section 4.4.  Transfer Agents and Registrars 3
Section 4.5.  Lost, Stolen or Destroyed Certificates 3

ARTICLE V     20
Section 5.1.  Corporate Seal 20
Section 5.2.  Location of Offices 3
Section 5.3.  Books and Records 3
Section 5.4.  Annual Statement of Affairs 3
Section 5.5.  Net Asset Value 3

ARTICLE VI    3
Section 6.1.  Fiscal Year 3
Section 6.2.  Accountant 3

ARTICLE VII   3
Section 7.1.  General 3
Section 7.2.  Indemnification of Directors and Officers	3
Section 7.3.  Insurance	32

ARTICLE VIII  3

ARTICLE IX    3

MORGAN STANLEY INDIA INVESTMENT FUND, INC.
By-Laws

ARTICLE I

Stockholders

Section 1.1.  Place of Meeting.  All meetings of the stockholders should
be held at the principal office of the Corporation in the State of Maryland
or at such other place within the United States as may from time to time be
designated by the Board of Directors and stated in the notice of such meeting.

Section 1.2.  Annual Meetings.  The annual meeting of the stockholders of the
Corporation shall be held on such day of each calendar year as may from time
to time be designated by the Board of Directors and stated in the notice of
such meeting, for the purpose of electing directors for the ensuing year and
for the transaction of such other business as may properly be brought
before the meeting.

Section 1.3.  Special Meetings.  Special meetings of the stockholders for
any purpose or purposes may be called by the Chairman of the Board, the
President, or a majority of the Board of Directors.  Special meetings of
stockholders shall also be called by the Secretary upon receipt of the
request in writing signed by stockholders holding not less than 25% of the
votes entitled to be cast thereat.  Such request shall state the purpose or
purposes of the proposed meeting and the matters proposed to be acted on at
such proposed meeting.  The Secretary shall inform such stockholders of the
reasonably estimated costs of preparing and mailing such notice of meeting
and upon payment to the Corporation of such costs, the Secretary shall give
notice as required in this Article to all stockholders entitled to notice of
such meeting.  No special meeting of stockholders need be called upon the
request of the holders of common stock entitled to cast less than a majority
of all votes entitled to be cast at such meeting to
consider any matter which is substantially the same as a matter voted upon
at any special meeting of stockholders held during the preceding twelve
months.

Section 1.4.  Notice of Meetings of Stockholders.  Not less than ten days'
and not more than ninety days' written or printed notice of every meeting
of stockholders, stating the time and place thereof (and the purpose of any
special meeting), shall be given to each stockholder entitled to vote
thereat and to each other stockholder entitled to notice of the meeting by
leaving the same with such stockholder or at such stockholder's residence or
usual place of business or by mailing it, postage prepaid, and addressed to
such stockholder at such stockholder's address as it appears upon the books
of the Corporation.  If mailed, notice shall be deemed to be given when
deposited in the mail addressed to the stockholder as aforesaid.
No notice of the time, place or purpose of any meeting of stockholders need
be given to any stockholder who attends in person or by proxy or to any
stockholder who, in writing executed and filed with the records of the meeting,
either before or after the holding thereof, waives such notice.

Section 1.5.  Record Dates.  The Board of Directors may fix, in advance, a
record date for the determination of stockholders entitled to notice of or
to vote at any stockholders meeting or to receive a dividend or be allotted
rights or for the purpose of any other proper determination with respect to
stockholders and only stockholders of record on such date shall be entitled
to notice of and to vote at such meeting or to receive such dividends or
rights or otherwise, as the case may be; provided, however, that such record
date shall not be prior to ninety days preceding the date of any such
meeting of stockholders, dividend payment date, date for the allotment of
rights or other such action requiring the determination of a record date;
and further provided that such record date shall not be prior to the close
of business on the day the record date is fixed, that the transfer books
shall not be closed for a period longer than 20 days, and that in the case
of a meeting of stockholders, the record date or the
closing of the transfer books shall not be less than ten days prior to the
date fixed for such meeting.

Section 1.6.  Quorum; Adjournment of Meetings.  The presence in person or
by proxy of stockholders entitled to cast a majority of the votes entitled
to be cast thereat shall constitute a quorum at all meetings of the
stockholders, except as otherwise provided in the Articles of Incorporation.
If, however, such quorum shall not be present or represented at any meeting
of the stockholders, the holders of a majority of the stock present in
person or by proxy shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until the
requisite amount of stock entitled to vote at such meeting shall be present,
to a date not more than 120 days after the original record date.  At such
adjourned meeting at which the requisite amount of stock entitled to vote
thereat shall be represented, any business may be transacted which might
have been transacted at the meeting as originally notified.
Any meeting of stockholders, annual or special, may adjourn from time to
time to reconvene at the same or some other place, and notice need not be
given of any such adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken.  At the
adjourned meeting the Corporation may transact any business which might have
been transacted at the original meeting.

Section 1.7.  Voting and Inspectors.  At all meetings, stockholders of record
entitled to vote thereat shall have one vote for each share of common stock
standing in his name on the books of the Corporation (and such stockholders
of record holding fractional shares, if any, shall have proportionate voting
rights) on the date for the determination of stockholders entitled to vote
at such meeting, either in person or by proxy appointed by instrument in
writing subscribed by such stockholder or his duly authorized attorney.
All elections shall be had and all questions decided by a majority of the
votes cast at a duly constituted meeting, except as otherwise provided by
statute or by the Articles of Incorporation or by these By-Laws.
At any election of Directors, the Chairman of the meeting may, and upon the
request of the holders of ten percent (10%) of the stock entitled to vote at
such election shall, appoint two inspectors of 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 such Inspector.

Section 1.8.  Conduct of Stockholders' Meetings.  The meetings of the
stockholders shall be presided over by the Chairman of the Board, or if he
is not present, by the President, or if he is not present, by a
vice-president, or if none of them is present, by a Chairman to be elected
at the meeting.  The Secretary of the Corporation, if present, shall act as
a Secretary of such meetings, or if he is not present, an Assistant Secretary
shall so act; if neither the Secretary nor the Assistant Secretary is present,
then the meeting shall elect its Secretary.

Section 1.9.  Concerning Validity of Proxies, Ballots, etc.   At every
meeting of the stockholders, all proxies shall be received and taken in
charge of and all ballots shall be received and canvassed by the Secretary
of the meeting, who shall decide all questions touching the qualification
of voters, the validity of the proxies and the acceptance or rejection of
votes, unless inspectors of election shall have been appointed by the
Chairman of the meeting, in which event such inspectors of election shall
decide all such questions.  Unless a proxy provides otherwise, it is not
valid for more than eleven months after its date.

Section 1.10.  Action Without Meeting.  Any action to be taken by 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) said 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 1.11.  Advance Notice of Stockholder Nominees for Director and
Other Stockholder Proposals.
(a) The matters to be considered and brought before any annual or special
meeting of stockholders of the Corporation shall be limited to only such
matters, including the nomination and election of directors, as shall be
brought properly before such meeting in compliance with the procedures set
forth in this Section 1.11.
(b)For any matter to be properly before any annual meeting of stockholders,
the matter must be (i) specified in the notice of annual meeting given by
or at the direction of the Board of Directors, (ii) otherwise brought before
the annual meeting by or at the direction of the Board of Directors or (iii)
brought before the annual meeting in the manner specified in this Section
1.11 by a stockholder of record or a stockholder (a "Nominee Holder") that
holds voting securities entitled to vote at meetings of stockholders through
a nominee or "street name" holder of record and can demonstrate to the
Corporation such indirect ownership and such Nominee Holder's entitlement
to vote such securities.  In addition to any other requirements under
applicable law and the Certificate of Incorporation and By-Laws of the
Corporation, persons nominated by stockholders for election as directors
of the Corporation and any other proposals by stockholders shall be properly
brought before the meeting only if notice of any such matter to be presented
by a stockholder at such meeting of stockholders (the "Stockholder Notice")
shall be delivered to the Secretary of the Corporation at the principal
executive office of the Corporation not less than 60 nor more than 90 days
prior to the first anniversary date of the annual meeting for the preceding
year; provided, however, that, if and only if the annual meeting is not
scheduled to be held within a period that commences 30 days before such
anniversary date and ends 30 days after such anniversary date (an annual
meeting date outside such period being referred to herein as an "Other Annual
Meeting Date"), such Stockholder Notice shall be given in the manner provided
herein by the later of the close of business on (i) the date 60 days prior
to such Other Annual Meeting Date or (ii) the 10th day following the date
such Other Annual Meeting Date is first publicly announced or disclosed.
Any stockholder desiring to nominate any person or persons (as the case may
be) for election as a director or directors of the Corporation shall deliver,
as part of such Stockholder Notice:  (i) a statement in writing setting forth
(A) the name of the person or persons to be nominated, (B) the number and
class of all shares of each class of stock of the Corporation owned of record
and beneficially by each such person, as reported to such stockholder by
such nominee(s), (C) the information regarding each such person required by
paragraph (b) of Item 22 of Rule 14a-101 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), adopted by the Securities and
Exchange Commission (or the corresponding provisions of any regulation or
rule subsequently adopted by the Securities and Exchange Commission applicable
to the Corporation), (D) whether such stockholder believes any nominee will
be an "interested person" of the Corporation (as defined in the Investment
Company Act of 1940, as amended), and, if not an "interested person",
information regarding each nominee that will be sufficient for the Corporation
to make such determination, and (E) the number and class of all shares of
each class of stock of the Corporation owned of record and beneficially by
such stockholder; (ii) each such person's signed consent to serve as a
director of the Corporation if elected, such stockholder's name and address;
and (iii) in the case of a Nominee Holder, evidence establishing such
Nominee Holder's indirect ownership of, and entitlement to vote, securities
at the meeting of stockholders.  Any stockholder who gives a Stockholder
Notice of any matter proposed to be brought before the meeting (not involving
nominees for director) shall deliver, as part of such Stockholder Notice,
the text of the proposal to be presented and a brief written statement of
the reasons why such stockholder favors the proposal and setting forth such
stockholder's name and address, the number and class of all shares of each
class of stock of the Corporation owned of record and beneficially by such
stockholder, if applicable, any material interest of such stockholder in the
matter proposed (other than as a stockholder) and, in the case of a Nominee
Holder, evidence establishing such Nominee Holder's indirect ownership of,
and entitlement to vote, securities at the meeting of stockholders.  As used
herein, shares "beneficially owned" shall mean all shares which such person
is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the
Exchange Act.Notwithstanding anything in this Section 1.11 to the contrary,
in the event that the number of directors to be elected to the Board of
Directors of the Corporation is increased and either all of the nominees for
director or the size of the increased Board of Directors are not publicly
announced or disclosed by the Corporation at least 70 days prior to the first
anniversary of the preceding year's annual meeting, a Stockholder Notice
shall also be considered timely hereunder, but only with respect to nominees
for any new positions created by such increase, if it shall be delivered to
the Secretary of the Corporation at the principal executive office of the
Corporation not later than the close of business on the 10th day following
the first date all of such nominees or the size of the increased Board of
Directors shall have been publicly announced or disclosed.
(c) Only such matters shall be properly brought before a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting.  In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more directors to
the Board of Directors, any stockholder may nominate a person or persons (as
the case may be), for election to such position(s) as specified in the
Corporation's notice of meeting, if the Stockholder Notice required by
clause (b) of this Section 1.11 hereof shall be delivered to the Secretary
of the Corporation at the principal executive office of the Corporation not
later than the close of business on the 10th day following the day on which
the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting is publicly announced or disclosed.
(d) For purposes of this Section 1.11, a matter shall be deemed to have been
"publicly announced or disclosed" if such matter is disclosed in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Corporation
with the Securities and Exchange Commission.
(e) In no event shall the adjournment of an annual meeting, or any announcement
thereof, commence a new period for the giving of notice as provided in this
Section 1.11.  This Section 1.11 shall not apply to stockholder proposals made
pursuant to Rule 14a-8 under the Exchange Act.
(f) The person presiding at any meeting of stockholders, in addition to
making any other determinations that may be appropriate to the conduct of
the meeting, shall have the power and duty to determine whether notice of
nominees and other matters proposed to be brought before a meeting has been
duly given in the manner provided in this Section 1.11 and, if not so given,
shall direct and declare at the meeting that such nominees and other matters
shall not be considered.

ARTICLE II

Board of Directors

Section 2.1.  Function of Directors.  The business and affairs of the
Corporation shall be conducted and managed under the direction of its Board
of Directors.  All powers of the Corporation shall be exercised by or under
authority of the Board of Directors except as conferred on or reserved to
the stockholders by statute.

Section 2.2.  Number of Directors.  The Board of Directors shall consist of
not more than fourteen Directors nor less than such number of Directors as
may be permitted under Maryland law, as may be determined from time to time
by vote of a majority of the Directors then in office. Directors need not
be stockholders.

Section 2.3.  Classes of Directors; Terms of Directors.  The Directors
shall be divided into three classes, designated Class I, Class II and
Class III.  All classes shall be as nearly equal in number as possible.
The Directors as initially classified shall hold office for terms as
follows: the Class I Directors shall hold office until the date of the
annual meeting of stockholders in 1996 or until their successors shall
be elected and qualified; the Class II Directors shall hold office until
the date of the annual meeting of stockholders in 1997 or until their
successors shall be elected and qualified; and the Class III Directors
shall hold office until the date of the annual meeting of stockholders
in 1998 or until their successors shall be elected and qualified.  Upon
expiration of the term of office of each class as set forth above, the
Directors in each such class shall be elected for a term of three years
to succeed the Directors whose terms of office expire.  Each Director
shall hold office until the  expiration of his or her term and until his or
her successor shall have been elected and qualified, or until his or her
death, or until he or she shall have resigned, or until he or she shall
have been removed as provided by Statute or the Articles of Incorporation.

Section 2.4.  Vacancies.  In case of any vacancy in the Board of Directors
through death, resignation or other cause, other than an increase in the
number of Directors, subject to the provisions of law, a majority of the
remaining Directors, although a majority is less than a quorum, by an
affirmative vote, may elect a successor to hold office until the next
annual meeting of stockholders or until his successor is chosen and qualified.

Section 2.5.  Increase or Decrease in Number of Directors.  The Board of
Directors, by the vote of a majority of the entire Board, may increase the
number of Directors and may elect Directors to fill the vacancies created
by any such increase in the number of Directors until the next annual meeting
of stockholders or until their successors are duly chosen and qualified.
The Board of Directors, by the vote of a majority of the entire Board, may
likewise decrease the number of Directors to a number not less than that
permitted by law.

Section 2.6. Place of Meeting.  The Directors may hold their meetings within
or outside the State of Maryland, at any office or offices of the Corporation
or at any other place as they may from time to time determine.

Section 2.7. Regular Meetings.  Regular meetings of the Board of Directors
shall be held at such time and on such notice as the Directors may from time
to time determine.
The annual meeting of the Board of Directors shall be held as soon as
practicable after the annual meeting of the stockholders for the election
of Directors.

Section 2.8.  Special Meetings.  Special meetings of the Board of Directors
may be held from time to time upon call of the Chairman of the Board, the
President, the Secretary or two or more of the Directors, by oral or
telegraphic or written notice duly served on or sent or mailed to each
Director not less than one day before such meeting.

Section 2.9.  Notices.  Unless required by statute or otherwise determined
by resolution of the Board of Directors in accordance with these By-laws,
notices to Directors need not be in writing and need not state the business
to be transacted at or the purpose of any meeting, and no notice need be
given to any Director who is present in person or to any Director who, in
writing executed and filed with the records of the meeting either before or
after the holding thereof, waives such notice.  Waivers of notice need not
state the purpose or purposes of such meeting.

Section 2.10. Quorum.  One-third of the Directors then in office shall
constitute a quorum for the transaction of business, provided that if there
is more than one Director, a quorum shall in no case be less than two
Directors.  If at any meeting of the Board there shall be less than a
quorum present, a majority of those present may adjourn the meeting from
time to time until a quorum shall have been obtained.  The act of the
majority of the Directors present at any meeting at which there is a
quorum shall be the act of the Directors, except as may be otherwise
specifically provided by statute or by the Articles of Incorporation or
by these By-Laws.

Section 2.11.  Executive Committee.  The Board of Directors may appoint from
the Directors an Executive Committee to consist of such number of Directors
(not less than two) as the Board may from time to time determine.  The
Chairman of the Committee shall be elected by the Board of Directors.
The Board of Directors shall have power at any time to change the members
of such Committee and may fill vacancies in the Committee by election from
the Directors. When the Board of Directors is not in session, to the extent
permitted by law, the Executive Committee shall have and may exercise any
or all of the powers of the Board of Directors in the management and conduct
of the business and affairs of the Corporation.  The Executive Committee may
fix its own rules of procedure, and may meet when and as provided by such
rules or by resolution of the Board of Directors, but in every case the
presence of a majority shall be necessary to constitute a quorum.  During
the absence of a member of the Executive Committee, the remaining members
may appoint a member of the Board of Directors to act in his place.

Section 2.12. Other Committees.  The Board of Directors may appoint from the
Directors other committees which shall in each case consist of such number
of Directors (not less than two) and shall have and may exercise such powers
as the Board may determine in the resolution appointing them.  A majority of
all the members of any such committee may determine its action and fix the
time and place of its meetings, unless the Board of Directors shall otherwise
provide.  The Board of Directors shall have power at any time to change the
members and powers of any such committee, to fill vacancies and to discharge
any such committee.

Section 2.13.  Telephone Meetings.  Members of the Board of Directors or a
committee of the Board of Directors 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.
Participation in a meeting by these means, subject to the provisions of the
Investment Company Act of 1940, as amended, constitutes presence in person
at the meeting.

Section 2.14.  Action Without a Meeting.  Any action required or permitted to
be taken at any meeting of the Board of Directors or 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 the proceedings of the
Board or such committee.

Section 2.15.  Compensation of Directors.  No Director shall receive any
stated salary or fees from the Corporation for his services as such if such
Director is, otherwise than by reason of being such Director, an interested
person (as such term is defined by the Investment Company Act of 1940, as
amended) of the Corporation or of its investment manager or principal
underwriter.  Except as provided in the preceding sentence, Directors shall
be entitled to receive such compensation from the Corporation for their
services as may from time to time be voted by the Board of Directors.

Section 2.16.  Selection and Nomination of Non-Interested Directors.  Subject
to approval by a majority of the directors of the Corporation, the directors
of the Corporation who are not interested persons of the Corporation (as that
term is defined in the Investment Company Act of 1940, as amended) shall
select and nominate the directors of the Corporation who are not interested
persons of the Corporation.

ARTICLE III

Officers

Section 3.1.  Executive Officers.  The executive officers of the Corporation
shall be chosen by the Board of Directors.  These may include a Chairman of
the Board of Directors (who shall be a Director) and shall include a
President, a Secretary and a Treasurer.  The Board of Directors or the
Executive Committee may also in its discretion appoint one or more
Vice-Presidents, Assistant Secretaries, Assistant Treasurers and other
officers, agents and employees, who shall have such authority and perform
such duties as the Board of Directors or the Executive Committee may
determine.  The Board of Directors may fill any vacancy which may occur in
any office.  Any two offices, except those of President and Vice-President,
may be held by the same person, but no officer shall execute, acknowledge or
verify any instrument in more than one capacity, if such instrument is
required by law or these By-Laws to be executed, acknowledged or verified by
two or more officers.

Section 3.2.  Term of Office.  The term of office of all officers shall be
one year and until their respective successors are chosen and qualified.
Any officer may be removed from office at any time with or without cause by
the vote of a majority of the whole Board of Directors.  Any officer may
resign his office at any time by delivering a written resignation to the
Corporation and, unless otherwise specified therein, such resignation shall
take effect upon delivery.

Section 3.3.  Powers and Duties.  The officers of the Corporation shall have
such powers and duties as shall be stated in a resolution of the Board of
Directors, or the Executive Committee and, to the extent not so stated, as
generally pertain to their respective offices, subject to the control of the
Board of Directors and the Executive Committee.

Section 3.4.  Surety Bonds.  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 Investment Company Act of 1940, as amended, and the
rules and regulations of the Securities and Exchange Commission) 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
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 hands.

ARTICLE IV

Capital Stock

Section 4.1.  Certificates for Shares.  The Corporation may, at its option,
determine not to issue a certificate or certificates to evidence shares
owned of record by any stockholder.

Section 4.2.  Transfer of Shares.  Shares of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in person
or by his duly authorized attorney or legal representative, upon surrender
and cancellation of certificates, if any, for the same number of shares,
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; in the case of shares not represented by
certificates, the same or similar requirements may be imposed by the Board
of Directors.

Section 4.3.  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 4.4.  Transfer Agents and Registrars.  The Board of Directors may
from time to time appoint or remove transfer agents and/or registrars of
transfers of 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 of transfers 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.

Section 4.5.  Lost, Stolen or Destroyed Certificates.  The Board of Directors
or the Executive Committee or any officer or agent authorized by the Board
of Directors or Executive Committee may determine the conditions upon which
a new certificate of stock of the Corporation of any class may be issued in
place of a certificate which is alleged to have been lost, stolen or
destroyed; and may, in its discretion, require the owner of such certificate
or such owner's legal representative to give bond, with sufficient surety,
to the Corporation and each Transfer Agent, if any, to indemnify it and each
such Transfer Agent against any and all loss or claims which may arise by
reason of the issue of a new certificate in the place of the one so lost,
stolen or destroyed.

ARTICLE V

Corporate Seal; Location of Offices; Books; Net Asset Value

Section 5.1.  Corporate Seal.  The Board of Directors may provide for a
suitable corporate seal, in such form and bearing such inscriptions as
it may determine.  Any officer or director shall have the authority to affix
the corporate seal.  If the Corporation is required to place its corporate
seal to a document, it shall be sufficient to place the word "(seal)"
adjacent to the signature of the authorized officer of the Corporation
signing the document.

Section 5.2.  Location of Offices.  The Corporation shall have a principal
office in the State of Maryland.  The Corporation may, in addition, establish
and maintain such other offices as the Board of Directors or any officer
may, from time to time, determine.

Section 5.3.  Books and Records.  The books and records of the Corporation
shall be kept at the places, within or without the State of Maryland, as the
directors or any officer may determine; provided, however, that the original
or a certified copy of the by-laws, including any amendments to them, shall
be kept at the Corporation's principal executive office.

Section 5.4.  Annual Statement of Affairs.  The President or any other
executive officer of the Corporation shall prepare annually a full and
correct statement of the affairs of the Corporation, to include a balance
sheet and a financial statement of operations for the preceding fiscal year.
The statement of affairs should be submitted at the annual meeting of
stockholders and, within 20 days of the meeting, placed on file at the
Corporation's principal office.

Section 5.5.  Net Asset Value.  The value of the Corporation's net assets
shall be determined at such times and by such method as shall be established
from time to time by the Board of Directors.

ARTICLE VI

Fiscal Year and Accountant

Section 6.1.  Fiscal Year.  The fiscal year of the Corporation, unless
otherwise fixed by resolution of the Board of Directors, shall begin on the
first day of January and shall end on the last day of December in each year.

Section 6.2.  Accountant.  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 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.

ARTICLE VII

Indemnification and Insurance

Section 7.1.  General.  The Corporation shall indemnify directors, officers,
employees and agents of the Corporation against judgments, fines, settlements
and expenses to the fullest extent authorized and in the manner permitted,
by applicable federal and state law.

Section 7.2.  Indemnification of Directors and Officers.  The Corporation
shall indemnify to the fullest extent permitted by law (including the
Investment Company Act of 1940, as amended) as currently in effect or as the
same may hereafter be amended, any person made or threatened to be made a
party to any action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person or
such person's testator or intestate is or was a director or officer of the
Corporation or serves or served at the request of the Corporation any other
enterprise as a director or officer.  To the fullest extent permitted by law
(including the Investment Company Act of 1940, as amended) as currently in
effect or as the same may hereafter be amended, expenses incurred by any
such person in defending any such action, suit or proceeding shall be paid
or reimbursed by the Corporation promptly upon receipt by it of an
undertaking of such person to repay such expenses if it shall ultimately be
determined that such person is not entitled to be indemnified by the
Corporation. The rights provided to any person by this Article VII shall be
enforceable against the Corporation by such person who shall be presumed to
have relied upon it in serving or continuing to serve as a director or
officer as provided above.  No amendment of this Article VII shall impair the
rights of any person arising at any time with respect to events occurring
prior to such amendment.  For purposes of this Article VII, the term
"Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent) absorbed
by the Corporation in a consolidation or merger; the term "other enterprises"
shall include any corporation, partnership, joint venture, trust or employee
benefit plan; service "at the request of the Corporation" shall include
service as a director or officer of the Corporation which imposes duties on,
or involves services by, such director or   officer with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be
deemed to be indemnifiable expenses; and action by a person with respect to
any employee benefit plan which such person reasonably believes to be in the
interest of the participants and beneficiaries of such plan shall be deemed
to be action not opposed to the best interests of the Corporation.

Section 7.3.  Insurance.  Subject to the provisions of the Investment
Company Act of 1940, as amended, the Corporation, directly, through third
parties or through affiliates of the Corporation, may purchase, or provide
through a trust fund, letter of credit or surety bond insurance on behalf of
any person who is or was a Director, officer, employee or agent of the
Corporation, or who, while a Director, officer, employee or agent of the
Corporation, is or was serving at the request of the Corporation as a
Director, officer, employee, partner, trustee or agent of another foreign
or domestic corporation, partnership joint venture, trust or other enterprise
against any liability asserted against and incurred by such person in any
such capacity or arising out of such person's position, whether or not the
Corporation would have the power to indemnify such person against such
liability.

ARTICLE VIII

Custodian

The Corporation shall have as custodian or custodians one or more trust
companies or banks of good standing, foreign or domestic, as may be
designated by the Board of Directors, subject to the provisions of the
Investment Company Act of 1940, as amended, and other applicable laws and
regulations; and the funds and securities held by the Corporation shall be
kept in the custody of one or more such custodians, provided such custodian
or custodians can be found ready and willing to act, and further provided
that the Corporation and/or the Custodians may employ such subcustodians as
the Board of Directors may approve and as shall be permitted by law.

ARTICLE IX

Amendment of By-Laws

The By-Laws of the Corporation may be altered, amended, added to or repealed
only by majority vote of the entire Board of Directors.

17446334.2

</TEXT>
</DOCUMENT>
