<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>77Q1.EmergingMarketsDebt.txt
<DESCRIPTION>EMERGING MARKETS DEBT FUND BYLAWS
<TEXT>
MORGAN STANLEY EMERGING MARKETS DEBT
FUND, INC.
A Maryland corporation
AMENDED AND RESTATED BY-LAWS
December 8, 2015


TABLE OF CONTENTS
ARTICLE 1	1
Section 1.1. Place of Meeting	1
Section 1.2. Annual Meetings	1
Section 1.3. Special Meetings	1
Section 1.4. Notice of Meetings of Stockholders	2
Section 1.5. Record Dates	2
Section 1.6. Quorum; Adjournment of Meetings	3
Section 1.7. Voting and Inspectors	3
Section 1.8. Conduct of Stockholders' Meetings	4
Section 1.9. Concerning Validity of Proxies, Ballots,
etc. 	4
Section 1.10. Action Without Meeting	5
Section 1.11. Advance Notice of Stockholder
Nominees for Director and Other
Stockholder Proposals	5
ARTICLE II	9
Section 2.1. Function of Directors	9
Section 2.2. Number of Directors	9
Section 2.3. Classes of Directors; Terms of Directors	9
Section 2.4. Vacancies	10
Section 2.5. Increase or Decrease in Number of
Directors	10
Section 2.6. Place of Meeting	10
Section 2.7. Regular Meetings	10
Section 2.8. Special Meetings	10
Section 2.9. Notices	10
Section 2.10. Quorum	11


Section 2.11. Executive Committee	11
Section 2.12. Other Committees	12
Section 2.13. Telephone Meetings	12
Section 2.14. Action Without a Meeting	12
Section 2.15. Compensation of Directors	12
Section 2.16. Selection and Nomination of Non-
Interested Directors	13
ARTICLE III	13
Section 3.1. Executive Officers	13
Section 3.2. Term of Office	13
Section 3.3. Powers and Duties	14
Section 3.4. Surety Bonds	14
ARTICLE IV	14
Section 4.1. Certificates for Shares	14
Section 4.2. Transfer of Shares	14
Section 4.3. Stock Ledgers	14
Section 4.4. Transfer Agents and Registrars	15
Section 4.5. Lost, Stolen or Destroyed Certificates	15
ARTICLE V	16
Section 5.1. Corporate Seal	16
Section 5.2. Location of Offices	16
Section 5.3. Books and Records	16
Section 5.4. Annual Statement of Affairs	16
Section 5.5. Net Asset Value	16
ARTICLE VI	...16




Section 6.1. Fiscal Year	16
Section 6.2. Accountant	16
ARTICLE VII	17
Section 7.1. General	17
Section 7.2. Indemnification of Directors and Officers	17
Section 7.3. Insurance	18
ARTICLE VIII	18
ARTICLE IX	19






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 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
chairman of the meeting, an officer of the Corporation or 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. The chairman of the meeting, an officer of the
Corporation or the holders of a majority of the stock present
in person or by proxy shall also have the power to adjourn the
meeting from time to time if the vote required to approve or
reject any proposal described in the original notice of such
meeting is not obtained, without notice other than
announcement at the meeting, to a date not more than 120
days after the original record date (with proxies being voted
for or against adjournment consistent with the votes for and
against the proposal for which the required vote has not been
obtained).
       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.
             (1)	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.



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