<DOCUMENT>
<TYPE>EX-99.77Q2 ITEM 405
<SEQUENCE>3
<FILENAME>msemermarketsdebtfundbylaws.txt
<DESCRIPTION>MS EMERGING MARKETS DEBT FUND BY LAWS
<TEXT>

MORGAN STANLEY EMERGING MARKETS DEBT 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	12
Section 2.5.  Increase or Decrease in Number of Directors 134
Section 2.6.  Place of Meeting 134
Section 2.7.  Regular Meetings 134
Section 2.8.  Special Meetings 134
Section 2.9.  Notices 13
Section 2.10. Quorum 145
Section 2.11. Executive Committee 145
Section 2.12. Other Committees 156
Section 2.13. Telephone Meetings 156
Section 2.14. Action Without a Meeting 156
Section 2.15. Compensation of Directors 15
Section 2.16. Selection and Nomination of Non-Interested Directors 167

ARTICLE III   167
Section 3.1.  Executive Officers 16
Section 3.2.  Term of Office 16
Section 3.3.  Powers and Duties 178
Section 3.4.  Surety Bonds 178

ARTICLE IV    17
Section 4.1.  Certificates for Shares 17
Section 4.2.  Transfer of Shares 17
Section 4.3.  Stock Ledgers 189
Section 4.4.  Transfer Agents and Registrars 18
Section 4.5.  Lost, Stolen or Destroyed Certificates 18

ARTICLE V     20
Section 5.1.  Corporate Seal 20
Section 5.2.  Location of Offices 19
Section 5.3.  Books and Records	19
Section 5.4.  Annual Statement of Affairs 19
Section 5.5.  Net Asset Value 19

ARTICLE VI    20
Section 6.1.  Fiscal Year 20
Section 6.2.  Accountant 20

ARTICLE VII   20
Section 7.1.  General 20
Section 7.2.  Indemnification of Directors and Officers	20
Section 7.3.  Insurance	212

ARTICLE VIII  22

ARTICLE IX    22

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 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.

17446324.2




</TEXT>
</DOCUMENT>
