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<SEC-DOCUMENT>0001193125-03-043397.txt : 20030828
<SEC-HEADER>0001193125-03-043397.hdr.sgml : 20030828
<ACCEPTANCE-DATETIME>20030828172004
ACCESSION NUMBER:		0001193125-03-043397
CONFORMED SUBMISSION TYPE:	POS AMI
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20030828

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MORGAN STANLEY DEAN WITTER EMERGING MARKETS DEBT FUND INC
		CENTRAL INDEX KEY:			0000904112
		IRS NUMBER:				133713706
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		POS AMI
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-07694
		FILM NUMBER:		03871865

	BUSINESS ADDRESS:	
		STREET 1:		1221 AVENUE OF THE AMERICAS
		STREET 2:		8TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10020
		BUSINESS PHONE:		6175578742

	MAIL ADDRESS:	
		STREET 1:		1221 AVENUE OF THE AMERIAS
		STREET 2:		8TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10020

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MORGAN STANLEY EMERGING MARKETS DEBT FUND INC
		DATE OF NAME CHANGE:	19930714
</SEC-HEADER>
<DOCUMENT>
<TYPE>POS AMI
<SEQUENCE>1
<FILENAME>dposami.txt
<DESCRIPTION>MORGAN STANLEY EMERGING MARKETS DEBT FUND , INC.
<TEXT>
<PAGE>


     As filed with the Securities and Exchange Commission on August 28, 2003

                                                Securities Act File No. 33-60139
                                        Investment Company Act File No. 811-7694

================================================================================

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------
                                    Form N-2

           Registration Statement under the Securities Act of 1933 |_|
                         Pre-Effective Amendment No. |_|
                        Post Effective Amendment No. |_|
                                     and/or
       Registration Statement under the Investment Company Act of 1940 |X|
                               Amendment No. 9 |X|

                        (check appropriate box or boxes)

                                   ----------

                 Morgan Stanley Emerging Markets Debt Fund, Inc.
               (Exact Name of Registrant as Specified in Charter)

                           1221 Avenue of the Americas
                            New York, New York 10020

                    (Address of Principal Executive Offices)
       Registrant's Telephone Number, including Area Code: (212) 762-7500

                                   ----------

                                RONALD E. ROBISON
                 Morgan Stanley Emerging Markets Debt Fund, Inc.
                  c/o Morgan Stanley Investment Management Inc.
                           1221 Avenue of the Americas
                            New York, New York 10020

                     (Name and Address of Agent for Service)

                                   ----------

                                 With copies to:

                          LEONARD B. MACKEY, JR., ESQ.
                             Clifford Chance US LLP
                                 200 Park Avenue
                            New York, New York 10166
                                 (212) 878-8000

                                   ----------

================================================================================

<PAGE>


                                EXPLANATORY NOTE

This filing is made solely for the purpose of filing as an Exhibit the Amended
and Restated By-Laws of Morgan Stanley Emerging Markets Debt Fund, Inc.

<PAGE>


                            PART C--OTHER INFORMATION

ITEM 24. Financial Statements and Exhibits

   1) Financial Statements (Not applicable)

   2) Exhibits

      (a)      -- Articles of Incorporation*
      (b)      -- Amended and Restated By-Laws****
      (c)      -- Not applicable
      (d) (1)  -- Specimen certificate for Common Stock, par value $.01 per
                  share**
          (2)  -- Form of Subscription Certificate (included on pages A-1 to A-2
                  of the Prospectus forming part of the Registration Statement
                  filed on July 19, 1995 by the Registrant, file no. 33-60139)
          (3)  -- Form of Notice of Guaranteed Delivery (included on pages
                  B-1 to B-2 of the Prospectus forming part of the Registration
                  Statement filed on July 19, 1995 by the Registrant, file no.
                  33-60139)
          (4)  -- Form of Nominee Holder Over-Subscription Exercise Form
                  (included on page C-1 of the Prospectus forming part of the
                  Registration Statement filed on July 19, 1995 by the
                  Registrant, file no. 33-60139)
          (5)  -- Form of Subscription Agent Agreement+
          (6)  -- Form of Information Agent Agreement+
      (e)      -- Dividend Reinvestment and Cash Purchase Plan***
      (f)      -- Not applicable
      (g) (1)  -- Investment Advisory and Management Agreement***
      (h) (1)  -- Form of Dealer Manager Agreement+
          (2)  -- Form of Soliciting Dealer Agreement+
          (3)  -- Form of Selling Group Agreement+
      (i)      -- Not applicable
      (j) (1)  -- Custody Agreement***
          (2)  -- Domestic Custodian Agreement***
      (k) (1)  -- Agreement for Stock Transfer Services**
          (2)  -- U.S. Administration Agreement***
      (l) (1)  -- Opinion and consent of Rogers & Wells+
          (2)  -- Opinion and consent of Piper & Marbury L.L.P.+
      (m)      -- Report and consent of Price Waterhouse LLP+
      (n)      -- Not applicable
      (o)      -- Not applicable
      (p)      -- Form of Investment Letter**
      (q)      -- Not applicable

*    Incorporated by reference to the Fund's Registration Statement on Form N-2
     (File Nos. 33-62256; 811-7694) filed on May 7, 1993.
**   Incorporated by reference to Pre-Effective Amendment No. 2 to the Fund's
     Registration Statement on Form N-2 (File Nos. 33-62256; 811-7694) filed on
     July 16, 1993.
***  Incorporated by reference to Pre-Effective Amendment No. 1 to the Fund's
     Registration Statement on Form N-2 (File Nos. 33-60139; 811-7694) filed on
     July 5, 1995.
+    Previously filed as Exhibits to the Registrant's Registration Statement on
     Form N2 (File No. 33-60139) on July 19, 1995.
**** Filed herewith.


<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York, on the 28th day of
August, 2003.

                                      MORGAN STANLEY EMERGING MARKETS
                                      DEBT FUND, INC.


                                      By: /s/ Stefanie V. Chang
                                         -----------------------------
                                         Stefanie V. Chang
                                         Vice President

<PAGE>




                                  EXHIBIT INDEX

                                                                 Sequentially
  Exhibit                                                          Numbered
  Number                        Exhibit                              Page
- ---------- ----------------------------------------------     ------------------
2(b)       Amended and Restated By-Laws








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2(B)
<SEQUENCE>3
<FILENAME>dex992b.txt
<DESCRIPTION>BY-LAWS
<TEXT>
<PAGE>

                                                                    Exhibit 2(b)

                 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

                             A Maryland corporation

                          AMENDED AND RESTATED BY-LAWS

                                  July 31, 2003


                                       1

<PAGE>

                                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 Directors; Terms of Directors ..............   13

      Section 2.4.  Vacancies .............................................   13

      Section 2.5.  Increase or Decrease in Number of Directors ...........   14

      Section 2.6.  Place of Meeting ......................................   14

      Section 2.7.  Regular Meetings ......................................   14

      Section 2.8.  Special Meetings ......................................   14

      Section 2.9.  Notices ...............................................   14

      Section 2.10. Quorum ................................................   15


                                       2

<PAGE>


      Section 2.11. Executive Committee ...................................   15

      Section 2.12. Other Committees ......................................   16

      Section 2.13. Telephone Meetings ....................................   16

      Section 2.14. Action Without a Meeting ..............................   16

      Section 2.15. Compensation of Directors .............................   16

      Section 2.16. Selection and Nomination of Non-Interested Directors ..   17

ARTICLE III ...............................................................   17

      Section 3.1.  Executive Officers ....................................   17

      Section 3.2.  Term of Office ........................................   17

      Section 3.3.  Powers and Duties .....................................   18

      Section 3.4.  Surety Bonds ..........................................   18

ARTICLE IV ................................................................   18

      Section 4.1.  Certificates for Shares ...............................   18

      Section 4.2.  Transfer of Shares ....................................   18

      Section 4.3.  Stock Ledgers .........................................   19

      Section 4.4.  Transfer Agents and Registrars ........................   19

      Section 4.5.  Lost, Stolen or Destroyed Certificates ................   19

ARTICLE V .................................................................   20

      Section 5.1.  Corporate Seal ........................................   20

      Section 5.2.  Location of Offices ...................................   20

      Section 5.3.  Books and Records .....................................   20

      Section 5.4.  Annual Statement of Affairs ...........................   20

      Section 5.5.  Net Asset Value .......................................   20

ARTICLE VI ................................................................   21


                                       3

<PAGE>


      Section 6.1.  Fiscal Year ...........................................   21

      Section 6.2.  Accountant ............................................   21

ARTICLE VII ...............................................................   21

      Section 7.1.  General ...............................................   21

      Section 7.2.  Indemnification of Directors and Officers .............   21

      Section 7.3.  Insurance .............................................   22

ARTICLE VIII ..............................................................   23

ARTICLE IX ................................................................   23


                                       4

<PAGE>


                 MORGAN STANLEY EMERGING MARKETS DEBT 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 during the first six months of each year on such date
and at such hour 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


                                       5

<PAGE>


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,


                                       6

<PAGE>


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.


                                       7

<PAGE>


     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


                                       8

<PAGE>


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


                                       9

<PAGE>


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


                                       10

<PAGE>


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


                                       11

<PAGE>


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
                               ------------------

                                       12

<PAGE>


     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


                                       13

<PAGE>


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


                                       14

<PAGE>


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.


                                       15

<PAGE>


     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


                                       16

<PAGE>


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


                                       17

<PAGE>



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. Each stockholder of the Corporation
                  ------------------------
shall be entitled to a certificate or certificates for the full number of shares
of stock of the Corporation owned by him in such form as the Board may from time
to time prescribe.

     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


                                       18

<PAGE>


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.


                                       19

<PAGE>


                                    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.


                                       20

<PAGE>

                                   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


                                       21

<PAGE>


(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


                                       22

<PAGE>


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.

                                       23

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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