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<SEC-DOCUMENT>0000943663-03-000062.txt : 20030130
<SEC-HEADER>0000943663-03-000062.hdr.sgml : 20030130
<ACCEPTANCE-DATETIME>20030130170835
ACCESSION NUMBER:		0000943663-03-000062
CONFORMED SUBMISSION TYPE:	POS AMI
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20030130

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ABERDEEN AUSTRALIA EQUITY FUND INC
		CENTRAL INDEX KEY:			0000779336
		IRS NUMBER:				133304681
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		POS AMI
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04438
		FILM NUMBER:		03532567

	BUSINESS ADDRESS:	
		STREET 1:		100 MUDBERRY STREET
		CITY:			NEW YORK
		STATE:			NJ
		ZIP:			07102-4077
		BUSINESS PHONE:		2122141250

	MAIL ADDRESS:	
		STREET 1:		100 MUDBERRY STREET
		CITY:			NEWARK
		STATE:			NJ
		ZIP:			07102-4077

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FIRST AUSTRALIA FUND INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>POS AMI
<SEQUENCE>1
<FILENAME>posami.txt
<TEXT>
       As filed with the Securities and Exchange Commission on January 30, 2003.
                                                               File No. 33-76060
                                                              File No. 811-04438


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-2
         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                 Amendment No.14

                      ABERDEEN AUSTRALIA EQUITY FUND, INC.

                                Gateway Center 3
                               100 Mulberry Street
                            Newark, New Jersey 07102

       Registrant's Telephone Number, including Area Code: (800) 451-6788

                            Sander M. Bieber, Esquire
                                   Dechert LLP
                               1775 I Street, N.W.
                                 (202) 261-3308
                     (Name and Address of Agent for Service)


<PAGE>






This amendment consists of the following:

(1)      Facing Sheet of the Registration Statement
(2)      Part C of the Registration Statement (including signature page) and
(3)      Exhibit 2(b) to the Registration Statement



<PAGE>




                                     Part C


         Registrant's Amended and Restated By-Laws, as adopted as of January 16,
2003, by registrant's Board of Directors, are filed herewith as Exhibit 2(b).




<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 14 to its Registration Statement
under the Investment Company Act of 1940 to be signed on its behalf by the
undersigned thereunto duly authorized, in the District of Columbia, on the 30th
day of January, 2003.


                                          ABERDEEN AUSTRALIA EQUITY FUND, INC.


                                            *
                                          --------------------------------------
                                          Hugh Young
                                          President

                                          By:/s/ Sander M. Bieber
                                          --------------------------------------
                                             Sander M. Bieber
                                             As Attorney-in-Fact

* Pursuant to power of attorney filed with Amendment No. 13 to Registrants
registration statement under the Investment Company Act of 1940 on August 30,
2001.



<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                Description

2(b)                       Amended and Restated By-Laws


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2B BYLAWS
<SEQUENCE>3
<FILENAME>ex2b.txt
<TEXT>
                      ABERDEEN AUSTRALIA EQUITY FUND, INC.

                             A Maryland Corporation

                                     BY-LAWS

                              Amended and Restated

                             as of January 16, 2003




<PAGE>



                                TABLE OF CONTENTS

                                                                           PAGE


ARTICLE I             NAME OF CORPORATION, LOCATION OF OFFICES AND SEAL........1

   Section 1.     Name.........................................................1
   Section 2.     Principal Offices............................................1
   Section 3.     Seal.........................................................1

ARTICLE II            STOCKHOLDERS.............................................1

   Section 1.     Place of Meeting.............................................1
   Section 2.     Annual Meetings..............................................2
   Section 3.     Special Meetings.............................................2
                  (a)  General.................................................2
                  (b)  Stockholder Requested Special Meetings..................2
   Section 4.     Notice of Meetings...........................................7
   Section 5.     Quorum; Adjournment of Meetings..............................7
   Section 6.     Voting and Inspector.........................................8
   Section 7.     Stockholders Entitled to Vote................................9
   Section 8.     Validity of Proxies, Ballots.................................9
   Section 9.     Organization and Conduct of Stockholders' Meetings..........10
   Section 10.    Action Without a Meeting....................................11
   Section 11.    Advance Notice of Stockholder Nominations for Director
                  and Other Stockholder Proposals.............................11
                  (a)  Annual Meetings of Stockholders........................11
                  (b)  Special Meetings of Stockholders.......................14
                  (c)  General................................................15
   Section 12.    Maryland Control Share Acquisition Act......................17

ARTICLE III           BOARD OF DIRECTORS......................................18

   Section 1.     Powers......................................................18
   Section 2.     Terms of Directors:Qualifications...........................18
                  (a)  Terms of Directors.....................................18
                  (b)  Qualifications.........................................18
   Section 3.     Election....................................................21
   Section 4.     Vacancies and Newly Created Directorships...................21
   Section 5.     Removal.....................................................21
   Section 6.     Place of Meeting............................................22
   Section 7.     Annual and Regular Meetings.................................22
   Section 8.     Special Meetings............................................23
   Section 9.     Waiver of Notice............................................23
   Section 10.    Quorum and Voting...........................................23
                  (a)  General................................................23
                  (b)  Votes on Certain Matters...............................23
                  (c)  Approval of Contracts..................................24
                  (d)  Conditional Tender Offer...............................25
   Section 11.    Action Without a Meeting....................................27
   Section 12.    Compensation of Directors...................................28

ARTICLE IV            COMMITTEES..............................................28

   Section 1.     Organization................................................28
   Section 2.     Proceedings and Quorum......................................29

ARTICLE V             OFFICERS................................................29

   Section 1.     General.....................................................29
   Section 2.     Election, Tenure and Qualifications.........................29
   Section 3.     Removal and Resignation.....................................30
   Section 4.     President...................................................30
   Section 5.     Chairman....................................................30
   Section 6.     Vice President..............................................31
   Section 7.     Treasurer and Assistant Treasurers..........................31
   Section 8.     Secretary and Assistant Secretaries.........................32
   Section 9.     Subordinate Officers........................................32
   Section 10.    Remuneration................................................32
   Section 11.    Surety Bonds................................................33

ARTICLE VI            CAPITAL STOCK...........................................33

   Section 1.     Certificates of Stock.......................................33
   Section 2.     Transfer of Shares..........................................33
   Section 3.     Stock Ledgers...............................................34
   Section 4.     Transfer Agents and Registrars..............................34
   Section 5.     Fixing of Record Date.......................................34
   Section 6.     Lost, Stolen or Destroyed Certificates......................35

ARTICLE VII           FISCAL YEAR AND ACCOUNTANT..............................35

   Section 1.     Fiscal Year.................................................35
   Section 2.     Accountant..................................................35

ARTICLE VIII          CUSTODY OF SECURITIES...................................36

   Section 1.     Employment of a Custodian...................................36
   Section 2.     Termination of Custodian Agreement..........................36

ARTICLE IX            INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.............37

   Section 1.     Indemnification of Directors and Officers...................37
   Section 2.     Advances....................................................37
   Section 3.     Procedure...................................................38
   Section 4.     Indemnification of Employees and Agents.....................39
   Section 5.     Other Rights................................................39
   Section 6.     Amendments..................................................39
   Section 7.     Insurance...................................................39

ARTICLE X             ADOPTION, ALTERATION OR REPEAL OF BY-LAWS...............40





<PAGE>




                                     BY-LAWS

                                       OF

                      ABERDEEN AUSTRALIA EQUITY FUND, INC.

                            (A MARYLAND CORPORATION)

ARTICLE I.........

                        NAME OF CORPORATION, LOCATION OF
                                OFFICES AND SEAL

     Section 1. Name. The name of the Corporation is Aberdeen  Australia  Equity
Fund, Inc.

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

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

                                   ARTICLE II
                               ------------------

                                  STOCKHOLDERS

     Section 1. Place of Meeting. All meetings of the stockholders shall 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 2. Annual Meetings.  An annual meeting of stockholders for election
of Directors  and the  transaction  of such other  business as may properly come
before the meeting shall be held at such time and place within the United States
as the Board of Directors, or any duly constituted committee of the Board, shall
select between March 2 and April 18.

     Section 3. Special Meetings.


     (a) General. The Chairman of the Board of Directors,  President or Board of
Directors  may call a special  meeting  of the  stockholders.  Any such  special
meeting  shall be held at such place,  date and time as may be designated by the
Chairman of the Board of Directors, President or Board of Directors, whoever has
called the  meeting.  Pursuant  to the  Corporation's  election to be subject to
Section 3-805 of the Maryland  General  Corporation Law (the "MGCL") and subject
to subsection  (b) of this Section 3, a special  meeting of  stockholders  shall
also be called by the Secretary of the  Corporation  upon the written request of
the  stockholders  entitled  to cast not less than a  majority  of all the votes
entitled to be cast at such meeting.

     (b) Stockholder  Requested Special Meetings.  (1) Any stockholder of record
seeking to have stockholders request a special meeting shall, by sending written
notice to the Secretary (the "Record Date Request  Notice") by registered  mail,
return receipt requested, request the Board of Directors to fix a record date to
determine the  stockholders  entitled to request a special meeting (the "Request
Record Date"). The Record Date Request Notice shall set forth the purpose of the
meeting and the matters proposed to be acted on at it, shall be signed by one or
more  stockholders  of record as of the date of signature  (or their agents duly
authorized  in  writing),  shall  bear  the  date  of  signature  of  each  such
stockholder (or such agent) and shall set forth all information relating to each
such stockholder that must be disclosed in solicitations of proxies for election
of  directors  in an  election  contest  (even  if an  election  contest  is not
involved), or is otherwise required, in each case pursuant to Regulation 14A (or
any successor  provision) under the Securities  Exchange Act of 1934, as amended
(the "Exchange Act").  Upon receiving the Record Date Request Notice,  the Board
of Directors may fix a Request  Record Date.  The Request  Record Date shall not
precede  and shall not be more than ten days after the close of  business on the
date on which the  resolution  fixing the Request  Record Date is adopted by the
Board of Directors. If the Board of Directors, within ten days after the date on
which a  valid  Record  Date  Request  Notice  is  received,  fails  to  adopt a
resolution fixing the Request Record Date and make a public announcement of such
Request  Record Date,  the Request Record Date shall be the close of business on
the tenth day after the first date on which the Record  Date  Request  Notice is
received by the Secretary.

     (2) In order for any stockholder to request a special meeting,  one or more
written  requests for a special  meeting  signed by  stockholders  of record (or
their agents duly  authorized in writing) as of the Request Record Date entitled
to cast not less than a majority (the "Special  Meeting  Percentage")  of all of
the votes  entitled to be cast at such meeting (the "Special  Meeting  Request")
shall be delivered to the Secretary.  In addition,  the Special  Meeting Request
shall set forth the purpose of the meeting and the matters  proposed to be acted
on at it (which  shall be limited to the  matters  set forth in the Record  Date
Request Notice received by the  Secretary),  shall bear the date of signature of
each such stockholder (or such agent) signing the Special Meeting Request, shall
set forth the name and address,  as they appear in the  Corporation's  books, of
each  stockholder  signing such request (or on whose behalf the Special  Meeting
Request is signed),  the class,  series and number of all shares of stock of the
Corporation  which are owned by each such  stockholder,  and the nominee  holder
for, and number of,  shares owned by such  stockholder  beneficially  but not of
record,  shall be sent to the  Secretary  by  registered  mail,  return  receipt
requested,  and shall be  received  by the  Secretary  within 60 days  after the
Request  Record  Date.  Any  requesting  stockholder  may revoke his, her or its
request for a special meeting at any time by written revocation delivered to the
Secretary.

     (3)  The  Secretary  shall  inform  the  requesting   stockholders  of  the
reasonably  estimated  cost of  preparing  and  mailing  the  notice of  meeting
(including  the  Corporation's  proxy  materials).  The  Secretary  shall not be
required to call a special  meeting  upon  stockholder  request and such meeting
shall not be held unless, in addition to the documents required by paragraph (2)
of this  Section  3(b),  the  Secretary  receives  payment  of  such  reasonably
estimated cost prior to the mailing of any notice of the meeting.

     (4) In the case of any special  meeting  called by the  Secretary  upon the
request of stockholders (a "Stockholder Requested Meeting"),  such meeting shall
be held at such  place,  date  and  time as may be  designated  by the  Board of
Directors; provided, however, that the date of any Stockholder Requested Meeting
shall be not more  than 90 days  after the  record  date for such  meeting  (the
"Meeting  Record  Date");  and  provided  further that if the Board of Directors
fails to designate,  within ten days after the date that a valid Special Meeting
Request is actually  received by the Secretary (the "Delivery Date"), a date and
time for a  Stockholder  Requested  Meeting,  then such meeting shall be held at
2:00 p.m.  local time on the 90th day after the Meeting  Record Date or, if such
90th day is not a  Business  Day (as  defined  below),  on the  first  preceding
Business Day; and provided further that in the event that the Board of Directors
fails to designate a place for a Stockholder  Requested  Meeting within ten days
after the  Delivery  Date,  then  such  meeting  shall be held at the  principal
executive office of the  Corporation.  In fixing a date for any special meeting,
the Chairman of the Board of  Directors,  President  or Board of  Directors  may
consider  such  factors  as he, she or it deems  relevant  within the good faith
exercise of business judgment,  including, without limitation, the nature of the
matters to be considered,  the facts and  circumstances  surrounding any request
for the meeting and any plan of the Board of Directors to call an annual meeting
or a special meeting.  In the case of any Stockholder  Requested Meeting, if the
Board of Directors  fails to fix a Meeting  Record Date that is a date within 30
days after the Delivery  Date,  then the close of business on the 30th day after
the Delivery Date shall be the Meeting Record Date.

     (5) If written  revocations  of requests for the special  meeting have been
delivered to the  Secretary  and the result is that  stockholders  of record (or
their  agents  duly  authorized  in  writing),  as of the Request  Record  Date,
entitled to cast less than the Special Meeting  Percentage  have delivered,  and
not revoked,  requests for a special  meeting to the  Secretary,  the  Secretary
shall:  (i) if the notice of meeting has not already been  mailed,  refrain from
mailing the notice of the meeting and send to all  requesting  stockholders  who
have not revoked such requests written notice of any revocation of a request for
the special meeting, or (ii) if the notice of meeting has been mailed and if the
Secretary  first  sends to all  requesting  stockholders  who  have not  revoked
requests for a special meeting written notice of any revocation of a request for
the special  meeting and written notice of the  Secretary's  intention to revoke
the notice of the  meeting,  revoke the notice of the meeting at any time before
ten days  before the  commencement  of the  meeting.  Any  request for a special
meeting  received  after a revocation  by the Secretary of a notice of a meeting
shall be considered a request for a new special meeting.

     (6) The Chairman of the Board of  Directors,  the President or the Board of
Directors may appoint regionally or nationally recognized independent inspectors
of elections to act as the agent of the  Corporation for the purpose of promptly
performing a ministerial review of the validity of any purported Special Meeting
Request received by the Secretary.  For the purpose of permitting the inspectors
to perform such review,  no such purported  request shall be deemed to have been
delivered to the  Secretary  until the earlier of (i) five  Business  Days after
receipt by the  Secretary  of such  purported  request and (ii) such date as the
independent  inspectors  certify  to the  Corporation  that the  valid  requests
received  by the  Secretary  represent  at least a  majority  of the  issued and
outstanding  shares of stock that  would be  entitled  to vote at such  meeting.
Nothing contained in this paragraph (6) shall in any way be construed to suggest
or imply  that the  Corporation  or any  stockholder  shall not be  entitled  to
contest the validity of any request,  whether during or after such five Business
Day period,  or to take any other action  (including,  without  limitation,  the
commencement, prosecution or defense of any litigation with respect thereto, and
the seeking of injunctive relief in such litigation).

     (7) For purposes of these By-Laws,  "Business Day" shall mean any day other
than a Saturday, a Sunday or a day on which banking institutions in the State of
Maryland are authorized or obligated by law or executive order to close.

     Section 4. Notice of Meetings. The Secretary shall cause written or printed
notice of the place,  date and hour, and, in the case of a special meeting,  the
purpose or purposes for which the meeting is called,  to be given, not less than
10 and not more than 90 days before the date of the meeting, to each stockholder
entitled to vote at, or entitled to notice of, such  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
his address as it appears on the records of the  Corporation at the time of such
mailing,  or by  transmitting  it to the  stockholder by electronic  mail to any
electronic mail address of the stockholder or by any other electronic  means. If
mailed,  notice shall be deemed to be given when  deposited in the United States
mail  addressed to the  stockholder  as aforesaid.  Notice of any  stockholders'
meeting need not be given to any  stockholder who shall sign a written waiver of
such notice either before or after the time of such meeting,  which waiver shall
be filed with the records of such meeting,  or to any stockholder who is present
at such meeting in person or by proxy.  Notice of adjournment of a stockholders'
meeting  to  another  time or place need not be given if such time and place are
announced at the meeting.

     Section 5. Quorum; Adjournment of Meetings. At any meeting of stockholders,
the presence in person or by proxy of  stockholders  entitled to cast a majority
of all the votes entitled to be cast at such meeting shall  constitute a quorum;
but this  section  shall not affect  any  requirement  under any  statute or the
charter  of the  Corporation  for the vote  necessary  for the  adoption  of any
measure.  If,  however,  such quorum  shall not be present at any meeting of the
stockholders,  (a) the stockholders entitled to vote at such meeting, present in
person or by proxy,  by a vote of a majority of the votes  validly  cast, or (b)
the  chairman  of the meeting  shall have the power to adjourn the meeting  from
time to time to a date not more than 120 days  after the  original  record  date
without notice other than announcement at the meeting. At such adjourned meeting
at which a quorum shall be present,  any business may be transacted  which might
have been transacted at the meeting as originally notified.

     Section 6. Voting and Inspector.  Unless otherwise provided by the Charter,
at each stockholders'  meeting,  each stockholder entitled to vote thereat shall
be  entitled  to one  vote for each  share of stock of the  Corporation  validly
issued and  outstanding and standing in his name on the books of the Corporation
on the record date fixed in accordance  with Section 5 of Article VI hereof (and
each  stockholder  of record  holding  fractional  shares,  if any,  shall  have
proportionate voting rights). Stockholders may vote their shares owned of record
either in person or by proxy  appointed by instrument  in writing  subscribed by
such  stockholder  or  his  duly  authorized   attorney.   Except  as  otherwise
specifically  provided  in the  Charter  or  these  By-Laws  or as  required  by
provisions of the  Investment  Company Act of 1940, as amended from time to time
("Investment  Company  Act"),  all  matters  shall be  decided  by a vote of the
majority  of all votes  validly  cast at a meeting at which a quorum is present.
The vote upon any question shall be by ballot  whenever  requested by any person
entitled to vote, but, unless such a request is made, voting may be conducted in
any way approved by the meeting.

     At any 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 one inspector of election who shall first subscribe
an oath or  affirmation  to execute  faithfully  the duties of inspector at such
election with strict impartiality and according to the best of his 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 7. Stockholders  Entitled to Vote. If the Board of Directors sets a
record date for the  determination  of stockholders  entitled to notice of or to
vote at any  stockholders'  meeting in  accordance  with Section 5 of Article VI
hereof, each stockholder of the Corporation shall be entitled to vote, in person
or by  proxy,  each  share of  stock  standing  in his name on the  books of the
Corporation  on such record date.  If no record date has been fixed,  the record
date for the determination of stockholders entitled to notice of or to vote at a
meeting of  stockholders  shall be the later of the close of business on the day
on which  notice of the  meeting  is  mailed or the  thirtieth  day  before  the
meeting,  or, if notice is waived by all stockholders,  at the close of business
on the tenth day next preceding the day on which the meeting is held.

     Section 8. Validity of Proxies,  Ballots.  The right to vote by proxy shall
exist  only if the  instrument  authorizing  such  proxy to act shall  have been
signed by the  stockholder or by his duly  authorized  attorney.  Unless a proxy
provides  otherwise,  it shall not be valid more than  eleven  months  after its
date.  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  Corporation  or the person  acting as Secretary of the meeting
before being voted, who shall decide all questions touching the qualification of
voters,  the validity of the proxies and the  acceptance  or rejection of votes,
unless an  inspector  of  election  has been  appointed  by the  Chairman of the
meeting  in which  event  such  inspector  of  election  shall  decide  all such
questions. A proxy with respect to stock held in the name of two or more persons
shall be valid if executed by one of them unless at or prior to exercise of such
proxy the  Corporation  receives a specific  written notice to the contrary from
any  one of  them.  A proxy  purporting  to be  executed  by or on  behalf  of a
stockholder shall be deemed valid unless challenged at or prior to its exercise.

     Section 9.  Organization  and  Conduct  of  Stockholders'  Meetings.  Every
meeting of  stockholders  shall be conducted by an  individual  appointed by the
Board of  Directors  to be  chairman  of the  meeting or, in the absence of such
appointment,  by the  Chairman  of the Board of  Directors  or, in the case of a
vacancy in the office or absence of the Chairman of the Board of  Directors,  by
one of the following  officers present at the meeting:  the Vice Chairman of the
Board of Directors, if there be one, the President, the Vice Presidents in their
order of rank and  seniority,  or, in the absence of such  officers,  a chairman
chosen  by the  stockholders  by the vote of a  majority  of the  votes  cast by
stockholders  present  in  person  or  by  proxy.  The  Secretary,  or,  in  the
Secretary's  absence,  an  Assistant  Secretary,  or in the  absence of both the
Secretary  and  Assistant  Secretaries,  a  person  appointed  by the  Board  of
Directors  or, in the absence of such  appointment,  a person  appointed  by the
chairman of the meeting shall act as secretary.  In the event that the Secretary
presides at a meeting of the  stockholders,  an Assistant  Secretary,  or in the
absence  of  Assistant  Secretaries,  an  individual  appointed  by the Board of
Directors  or the  chairman  of the  meeting,  shall  record the  minutes of the
meeting. The order of business and all other matters of procedure at any meeting
of stockholders shall be determined by the chairman of the meeting. The chairman
of the meeting may prescribe  such rules,  regulations  and  procedures and take
such action as, in the  discretion of such  chairman,  are  appropriate  for the
proper conduct of the meeting,  including,  without limitation,  (a) restricting
admission  to the time set for the  commencement  of the  meeting;  (b) limiting
attendance at the meeting to  stockholders of record of the  Corporation,  their
duly  authorized  proxies  and other such  individuals  as the  chairman  of the
meeting may determine;  (c) limiting  participation at the meeting on any matter
to stockholders  of record of the  Corporation  entitled to vote on such matter,
their duly authorized  proxies and other such individuals as the chairman of the
meeting may  determine;  (d) limiting the time allotted to questions or comments
by participants; (e) maintaining order and security at the meeting; (f) removing
any  stockholder  or any other  individual  who refuses to comply  with  meeting
procedures, rules or guidelines as set forth by the chairman of the meeting; and
(g)  recessing  or  adjourning  the  meeting  to a later date and time and place
announced at the meeting.  Unless  otherwise  determined  by the chairman of the
meeting, meetings of stockholders shall not be required to be held in accordance
with the rules of parliamentary procedure.

     Section  10.  Action  Without  a  Meeting.   Any  action  to  be  taken  by
stockholders  may be taken without a meeting to the fullest extent  permitted by
law.

     Section 11.  Advance  Notice of  Stockholder  Nominations  for Director and
Other Stockholder Proposals.

     (a) Annual  Meetings of  Stockholders.  (1)  Nominations of individuals for
election to the Board of  Directors  and the  proposal  of other  business to be
considered by the  stockholders may be made at an annual meeting of stockholders
(i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction
of the Board of Directors or (iii) by any stockholder of the Corporation who was
a  stockholder  of record both at the time of giving of notice  provided  for in
this  Section  11(a) and at the time of the annual  meeting,  who is entitled to
vote at the meeting and who has complied with this Section 11(a).

     (2) For  nominations  or other  business to be properly  brought  before an
annual meeting by a stockholder pursuant to clause (iii) of subsection (a)(1) of
this  Section  11, the  stockholder  must have given  timely  notice  thereof in
writing  to the  Secretary  of the  Corporation  and such  other  business  must
otherwise be a proper  matter for action by the  stockholders.  To be timely,  a
stockholder's notice shall set forth all information required under this Section
11 and shall be delivered to the Secretary at the principal  executive office of
the  Corporation not less than 90 days nor more than 120 days prior to the first
anniversary of the preceding year's annual meeting;  provided,  however, that in
the event that the date of the annual  meeting  is  advanced  or delayed by more
than 30 days from the first  anniversary of the preceding year's annual meeting,
notice by the stockholder to be timely must be so delivered not earlier than the
120th day prior to the date of such annual  meeting and not later than the close
of  business  on the  later  of the 90th  day  prior to the date of such  annual
meeting or the tenth day following the day on which public  announcement  of the
date of such meeting is first made. In no event shall the public announcement of
a postponement  or  adjournment of an annual meeting  commence a new time period
for the giving of a stockholder's  notice as described above. Such stockholder's
notice shall set forth (i) as to each individual  whom the stockholder  proposes
to  nominate  for  election or  reelection  as a  director,  (A) the name,  age,
business address and residence address of such individual, (B) the class, series
and number of any shares of stock of the Corporation that are beneficially owned
by such  individual,  (C) the date such shares were acquired and the  investment
intent of such  acquisition,  (D) whether  such  stockholder  believes  any such
individual is, or is not, an "interested  person" of the Corporation (as defined
in the Investment  Company Act), and information  regarding such individual that
is  sufficient,  in the  discretion  of the Board of Directors or any  committee
thereof or any authorized officer of the Corporation to make such determination,
(E) sufficient  information  to enable the Nominating  Committee of the Board of
Directors to make the determination as to the proposed nominee's  qualifications
required  under  Article  III,  Section  2(b) of the  By-Laws  and (F) all other
information  relating to such  individual  that is required to be  disclosed  in
solicitations  of proxies for election of directors in an election contest (even
if an election contest is not involved),  or is otherwise required, in each case
pursuant to Regulation 14A (or any successor  provision)  under the Exchange Act
and the rules thereunder  (including such individual's  written consent to being
named in the proxy  statement  as a nominee  and to  serving  as a  director  if
elected);  (ii) as to any other business that the stockholder  proposes to bring
before the meeting,  a description of the business  desired to be brought before
the  meeting,  the reasons for  proposing  such  business at the meeting and any
material  interest in such  business  of such  stockholder  and any  Stockholder
Associated  Person (as defined in subsection  (c)(4) of this Section  11,below),
individually  or in the  aggregate,  including  any  anticipated  benefit to the
stockholder and any Stockholder  Associated  Person  therefrom,  (iii) as to the
stockholder giving the notice and any Stockholder  Associated Person, the class,
series and number of all shares of stock of the  Corporation  which are owned by
such  stockholder and by such  Stockholder  Associated  Person,  if any, and the
nominee holder for, and number of, shares owned  beneficially  but not of record
by such stockholder and by any such Stockholder Associated Person and (iv) as to
the stockholder giving the notice and any Stockholder  Associated Person covered
by clauses (ii) or (iii) of this paragraph (2) of this Section  11(a),  the name
and  address of such  stockholder,  as they  appear on the  Corporation's  stock
ledger and current  name and  address,  if  different,  and of such  Stockholder
Associated Person.

     (3)  Notwithstanding  anything in this subsection (a) of this Section 11 to
the  contrary,  in the event the Board of Directors  increases or decreases  the
maximum or minimum number of directors in accordance  with Article III,  Section
2(a) of these  By-Laws,  and there is no public  announcement  of such action at
least  100 days  prior to the  first  anniversary  of the date of the  preceding
year's annual  meeting,  a  stockholder's  notice required by this Section 11(a)
shall also be considered  timely,  but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal  executive  office of the  Corporation not later than the close of
business on the tenth day following the day on which such public announcement is
first made by the Corporation.

     (b) Special Meetings of Stockholders. Only such business shall be conducted
at a special  meeting  of  stockholders  as shall have been  brought  before the
meeting  pursuant  to  the  Corporation's  notice  of  meeting.  Nominations  of
individuals  for  election  to the Board of  Directors  may be made at a special
meeting of stockholders at which directors are to be elected (i) pursuant to the
Corporation's  notice of meeting,  (ii) by or at the  direction  of the Board of
Directors or (iii)  provided  that the Board of Directors  has  determined  that
directors  shall be elected at such special  meeting,  by any stockholder of the
Corporation  who is a stockholder of record both at the time of giving of notice
provided for in this Section 11 and at the time of the special  meeting,  who is
entitled to vote at the meeting and who complied with the notice  procedures set
forth in this Section 11. In the event the  Corporation  calls a special meeting
of stockholders for the purpose of electing one or more individuals to the Board
of Directors, any such stockholder may nominate an individual or individuals (as
the case may be) for election as a director as  specified  in the  Corporation's
notice of meeting, if the stockholder's  notice required by subsection (a)(2) of
this Section 11 shall be delivered to the Secretary at the  principal  executive
office of the  Corporation  not earlier than the 120th day prior to such special
meeting  and not later than the close of  business  on the later of the 90th day
prior to such special meeting or the tenth day following the day on which public
announcement  is  first  made of the  date  of the  special  meeting  and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event  shall the public  announcement  of a  postponement  or  adjournment  of a
special  meeting  commence a new time  period for the giving of a  stockholder's
notice as described above.

     (c)  General.  (1) Upon  written  request by the  Secretary or the Board of
Directors or any  committee  thereof,  any  stockholder  proposing a nominee for
election  as a  director  or any  proposal  for other  business  at a meeting of
stockholders  shall  provide,  within  five  Business  Days of  delivery of such
request (or such other  period as may be  specified  in such  request),  written
verification,  satisfactory,  in the discretion of the Board of Directors or any
committee thereof or any authorized  officer of the Corporation,  to demonstrate
the accuracy of any information  submitted by the  stockholder  pursuant to this
Section 11. If a stockholder fails to provide such written  verification  within
such period, the information as to which written  verification was requested may
be deemed not to have been provided in accordance with this Section 11.

     (2) Only such individuals who are nominated in accordance with this Section
11 shall be eligible for election as directors,  and only such business shall be
conducted at a meeting of  stockholders  as shall have been  brought  before the
meeting in  accordance  with this Section 11. The chairman of the meeting  shall
have the power to determine  whether a nomination or any other business proposed
to be brought  before the meeting was made or  proposed,  as the case may be, in
accordance with this Section 11.

     (3) For  purposes of this  Section  11,  "public  announcement"  shall mean
disclosure  (i) in a press  release  reported  by the Dow  Jones  News  Service,
Associated Press or comparable news service or (ii) in a document publicly filed
by the Corporation with the Securities and Exchange  Commission  pursuant to the
Exchange Act or the Investment Company Act.

     (4) For purposes of this Section 11, "Stockholder Associated Person" of any
stockholder shall mean (i) any person  controlling,  directly or indirectly,  or
acting in concert with, such stockholder, (ii) any beneficial owner of shares of
stock of the Corporation owned of record or beneficially by such stockholder and
(iii) any person  controlling,  controlled by or under common  control with such
Stockholder Associated Person.

     (5)  Notwithstanding  the  foregoing  provisions  of  this  Section  11,  a
stockholder shall also comply with all applicable  requirements of state law and
of the Exchange Act and the Investment Company Act and any rules and regulations
thereunder  with respect to the matters set forth in this Section 11. Nothing in
this Section 11 shall be deemed to affect any right of a stockholder  to request
inclusion of a proposal in, nor the right of the  Corporation to omit a proposal
from, the Corporation's proxy statement pursuant to Rule 14a-8 (or any successor
provision) under the Exchange Act.

     Section  12.  Maryland  Control  Share   Acquisition  Act.  Pursuant  to  a
resolution  adopted by the Board of Directors of the  Corporation  in accordance
with Section  3-702(c)(4)  of the MGCL,  the  Corporation is subject to Title 3,
Subtitle 7 of the MGCL,  with the result that any shares of voting  stock of the
Corporation,  that would,  if  aggregated  with all other shares of stock of the
Corporation  owned by such person or in respect of which such person is entitled
to exercise or direct the exercise of voting power, except solely by virtue of a
revocable  proxy,  entitle that person,  directly or indirectly,  to exercise or
direct the exercise of the voting power of shares of stock of the Corporation in
the  election of  directors  within the range of one-tenth or more but less than
one-third of all voting power, one-third or more but less than a majority of all
voting  power or a majority  or more of all voting  power,  shall have no voting
rights,  (1) except to the extent approved by the stockholders at a meeting held
under Section 3-704 of the MGCL by the affirmative vote of two-thirds of all the
votes entitled to be cast on the matter, excluding all interested shares and (2)
except  that said  resolution  shall not apply to votes  entitled  to be cast by
holders  of  control  shares  in  connection  with any  action  required  by the
Investment  Company  Act to be  approved  by the  stockholders  by the vote of a
majority of the  outstanding  voting  securities  (as defined by the  Investment
Company Act) of the Corporation.

                                   ARTICLE III
                               ------------------

                               BOARD OF DIRECTORS

     Section 1. Powers.  Except as otherwise  provided by law, by the Charter or
by these  By-Laws,  the  business and affairs  ------------------  ------ of the
Corporation  shall be managed  under the direction of, and all the powers of the
Corporation shall be exercised by or under authority of, its Board of Directors.

     Section 2. Terms of Directors: Qualifications.


     (a)  Terms of  Directors.  Pursuant  to the  Corporation's  election  to be
subject to Section  3-804(b) of the MGCL,  the total  number of directors of the
Corporation  shall  be  fixed  only by a vote of the  Board  of  Directors.  The
Directors  shall be divided  into three  classes,  as nearly  equal in number as
possible, and shall be designated as Class I, Class II, and Class III Directors,
respectively:  (1) The Class I  Directors  to be  originally  elected for a term
expiring at the 1988 annual stockholders  meeting; (2) The Class II Directors to
be  originally  elected  for a term  expiring  at the 1989  annual  stockholders
meeting  and (3) The Class III  Directors  to be  originally  elected for a term
expiring at the 1990 annual stockholders meeting.  After expiration of the terms
of office  specified for the Directors,  the Directors of each class shall serve
for terms of three years and until their successors are elected and qualify, or,
when filling a vacancy,  for the unexpired  portion of such term and until their
successors are elected and qualify.

     (b)  Qualifications.  (1) To qualify as a nominee  for a  directorship,  an
individual,  at the time of nomination,  (i) shall have  substantial  expertise,
experience or relationships  relevant to the business of the  Corporation,  (ii)
shall have a master's degree in economics,  finance,  business administration or
accounting,  a degree in  engineering,  a graduate  professional  degree in law,
engineering  or medicine from an accredited  university or college in the United
States or Australia or the equivalent  degree from an equivalent  institution of
higher learning in another country, or a certification as a public accountant in
the United States or  Australia;  (iii) shall not serve as a director or officer
of another  closed-end  investment company unless such company is managed by the
Corporation's  investment  manager or  investment  adviser or by an affiliate of
either;  and (iv)  shall be at least  one of the  following:  (A) a  citizen  of
Australia  for whom  Australia  has been a primary  residence  for at least five
years after reaching the age of 21; (B) a present or former  director of, member
of the supervisory  board or senior executive  officer of, or senior  consultant
to, (1) at least one company the  securities  of which,  or of an  affiliate  or
successor of which,  are principally  listed or traded on a securities  exchange
located in Australia or (2) a securities  exchange  located in Australia;  (C) a
present  or former  ambassador,  minister,  consul  or  economic,  financial  or
commercial  attache of  Australia  or of another  country  to  Australia;  (D) a
present or former director or senior executive officer of an investment adviser,
investment  manager or an administrator  for the  Corporation,  or of any person
controlling,  or under common  control with, an investment  adviser,  investment
manager or an administrator  for the  Corporation;  (E) a present officer of the
Corporation; (F) an individual who has served at least five years as a director,
trustee or senior  investment  officer (or in a capacity  comparable to any such
position) of an investment  company (as defined under the Investment Company Act
whether or not  registered  thereunder),  the assets of which during that period
have been invested  primarily in securities of issuers  organized under the laws
of Australia,  having their principal  place of business in Australia,  or whose
securities have their principal  trading market in Australia,  China, Hong Kong,
India,  Indonesia,  Japan,  Malaysia,  New Zealand, the Philippines,  Singapore,
South Korea,  Taiwan or Thailand;  or (G) an individual  who has served at least
five years as a senior executive  officer with  responsibility  for directing or
managing the operations in Australia of a company with substantial operations in
Australia.

     (2) In addition,  to qualify as a nominee for a directorship or election as
a Director,  (i) an incumbent  nominee  shall not have violated any provision of
the Conflicts of Interest and  Corporate  Opportunities  Policy (the  "Policy"),
adopted by the Board on January 20, 2003, as  subsequently  amended or modified,
and  (ii) an  individual  who is not an  incumbent  Director  shall  not  have a
relationship,  hold any position or office or  otherwise  engage in any activity
that would result in a violation of the Policy if the individual were elected as
a Director.

     (3) The  Nominating  Committee  of the  Board  of  Directors,  in its  sole
discretion,  shall  determine  whether an  individual  satisfies  the  foregoing
qualifications. Any individual who does not satisfy the qualifications set forth
under the foregoing  provisions of this subsection (b) shall not be eligible for
nomination or election as a director.

     (4) In addition,  no person shall be qualified to be a director  unless the
Nominating  Committee,  in  consultation  with counsel to the  Corporation,  has
determined  that such  person,  if  elected as a  director,  would not cause the
Corporation to be in violation of, or not in compliance  with,  applicable  law,
regulation  or  regulatory  interpretation,  or the  Corporation's  charter  (as
amended and  supplemented  from time to time),  or any general policy adopted by
the Board of Directors  regarding  either  retirement  age or the  percentage of
"interested   persons"   (as  defined  in  the   Investment   Company  Act)  and
non-interested persons to comprise the Corporation's Board of Directors.

     (5) Except for the provisions of subsection (b)(2) of this subsection, this
subsection (b) of Article III,  Section 2, shall not apply to the nomination for
an additional  term of any person who is a director of the Corporation as of the
date of the adoption of this subsection

     Section 3. Election. Directors shall be elected by a vote of the holders of
a majority  of the  shares of common  stock  outstanding  and  entitled  to vote
thereupon.

     Section 4.  Vacancies  and Newly  Created  Directorships.  Any vacancy,  by
reason  of  death,  resignation,  removal  or  otherwise,  in the  office of any
Director,  or any vacancy resulting from an increase in the size of the Board of
Directors  may be filled  solely by the  affirmative  vote of a majority  of the
remaining Directors in office, even if the Directors do not constitute a quorum;
provided,  however,  that immediately  after filling any such vacancy,  at least
two-thirds (2/3) of the Directors then holding office shall have been elected to
such office by the  stockholders  of the  Corporation.  In the event that at any
time, other than the time preceding the first annual stockholders' meeting, less
than majority of the Directors of the  Corporation  holding  office at that time
were elected by the  stockholders,  a meeting of the stockholders  shall be held
promptly and in any event  within 60 days for the purpose of electing  Directors
to fill any existing  vacancies in the Board of Directors  unless the Securities
and Exchange Commission shall by order extend such period.

     Section 5. Removal. At any meeting of stockholders duly called and at which
a quorum is  present,  the  stockholders  may,  by the  affirmative  vote of the
holders of at least  two-thirds  (2/3) of the votes entitled to be cast thereon,
remove any Director or Directors  from office,  provided  that, if the Directors
have been divided into classes, a Director may not be removed without cause.

     Section 6. Place of Meeting.  The Directors may hold their  meetings,  have
one or more offices, and keep the books of the Corporation, outside the State of
Maryland,  and within or without the United States of America,  at any office or
offices of the  Corporation  or at any other place as they may from time to time
by resolution  determine,  or in the case of meetings,  as they may from time to
time by resolution determine or as shall be specified or fixed in the respective
notices or waivers of notice  thereof;  provided,  however,  that Board meetings
shall not be held in Australia.

     Section 7. Annual and Regular Meetings.  The annual meeting of the Board of
Directors for choosing  officers and transacting  other proper business shall be
the next regularly  scheduled Board Meeting  following the annual  stockholders'
meeting,  at such  time and  place as the  Board  may  determine.  The  Board of
Directors from time to time may provide by resolution for the holding of regular
meetings and fix their time and place as the Board of Directors  may  determine.
Notice of such annual and regular meetings need not be in writing, provided that
notice of any change in the time or place of such meetings shall be communicated
promptly  to each  Director  not present at the meeting at which such change was
made in the  manner  provided  in  Section 8 of this  Article  III for notice of
special meetings.  Members of the Board of Directors or any committee designated
thereby may  participate  in a meeting of such Board or  committee by means of a
conference telephone or similar  communications  equipment by means of which all
persons  participating  in the meeting can hear each other at the same time, and
participation by such means shall constitute presence in person at a meeting.

     Section 8. Special Meetings. Special meetings of the Board of Directors may
be held at any time or place and for any purpose  when called by the  President,
the  Secretary  or two or more of the  Directors.  Notice of  special  meetings,
stating the time and place, shall be communicated to each Director personally by
telephone or transmitted to him by telegraph,  telefax,  telex, cable, wireless,
electronic  mail or any other  electronic  method,  at least one day  before the
meeting.

     Section  9.  Waiver of  Notice.  No notice of any  meeting  of the Board of
Directors  or a  committee  of the Board  need be given to any  Director  who is
present at the meeting or who waives  notice of such  meeting in writing  (which
waiver shall be filed with the records of such meeting),  either before or after
meeting.

     Section 10. Quorum and Voting.

     (a) General.  At all meetings of the Board of Directors,  the presence of a
majority  of the  Directors  then in office  shall  constitute  a quorum for the
transaction of business. In the absence of a quorum, a majority of the Directors
present may  adjourn the  meeting,  from time to time,  until a quorum  shall be
present.  The action of a majority of Directors  present at a meeting at which a
quorum is  present  shall be the  action of the Board of  Directors,  unless the
concurrence  of a greater  proportion is required for such action by law, by the
Charter or by these By-Laws.

     (b)  Votes on  Certain  Matters.  No  action  shall be  taken  without  the
affirmative  vote of at least 75 percent of the  Directors  with  respect to the
following  matters:  (i) a merger or  consolidation  of the Corporation  with or
into, or the sale of all or substantially  all of the  Corporation's  assets, to
any other company;  (ii) the dissolution of the Corporation,  (iii) an amendment
to the  Charter  of the  Corporation,  (iv) the  election  of  officers  and the
compensation  of directors and officers;  and (v) any  amendment,  alteration or
repeal of Article III, Section 2 or this Article III, Section 10 of the By-Laws.

     (c) Approval of Contracts.

     (1)  Definitions.  In this Article III,  Section 10(c), the following words
have the following  meanings:

     (A)  "Affiliated  person" has the meaning stated in Section  2(a)(3) of the
Investment Company Act.

     (B)  "Contract"  means an investment  advisory  agreement,  a  sub-advisory
agreement or a management  agreement  between the  Corporation and an affiliated
person of any (i)  disinterested  director  serving on the Board at the time the
proposed  investment advisory  agreement,  sub-advisory  agreement or management
agreement  is  considered  for  approval  by the  Board  of  Directors  or  (ii)
disinterested  director  who has served on the Board in the two years  preceding
the date on which the investment advisory agreement,  sub-advisory  agreement or
management  agreement is considered for approval by the Board of Directors.

     (C) "Continuing Director" means any member of the Board of Directors of the
Corporation  who (i) was a member of the Board of  Directors on January 28, 2003
or (ii) was  elected,  or  nominated  to  succeed a  Continuing  Director,  by a
majority  of the  Continuing  Directors  then on the  Board  of  Directors.

     (D) "Control" has the meaning  stated in Section  2(a)(9) of the Investment
Company Act.

     (E)  "Disinterested  director"  means a director  who is not an  interested
person with respect to the Corporation.

     (F) "Interested  person" has the meaning stated in Section  2(a)(19) of the
Investment Company Act.

     (2)  Approval  Required.  In addition to the  approval  required  under the
Investment  Company Act, the affirmative   vote of at least 75
percent of all the disinterested  directors who are not affiliated  persons of a
proposed  party to a  Contract  shall  be  required  to  approve  the  Contract.

     (3) Amendment and Repeal.  This Article III,  Section 10(c) may be amended,
modified,  repealed or supplemented  only by the affirmative vote of at least 75
percent of the Continuing Directors.

     (d) Conditional Tender Offer.

     (1)  Definitions.  In this Article III,  Section 10(d), the following words
have the following  meanings.

     (A)  "Affiliated  person" has the meaning stated in Section  2(a)(3) of the
Investment Company Act.

     (B)  "Contract"  means an investment  advisory  agreement,  a  sub-advisory
agreement  or  a  management  agreement  between  the  Corporation  and  (i)  an
affiliated person of any disinterested director, (ii) a person (or an affiliated
person of that person) who nominated any  disinterested  director serving on the
Board at the time  the  proposed  investment  advisory  agreement,  sub-advisory
agreement or  management  agreement is  considered  for approval by the Board of
Directors,  or (iii) a person who controls  the  Corporation  (or an  affiliated
person of that person).

     (C) "Continuing Director" means any member of the Board of Directors of the
Corporation  who (i) was a member of the Board of  Directors on January 16, 2003
or (ii) was  recommended  to succeed a Continuing  Director by a majority of the
Continuing Directors then on the Board of Directors.

     (D) "Control" has the meaning  stated in Section  2(a)(9) of the Investment
Company Act.

     (E)  "Disinterested  director"  means a director  who is not an  interested
person with respect to the Corporation.

     (F) "Interested  person" has the meaning stated in Section  2(a)(19) of the
Investment Company Act.

     (2)  General.  Not more than 45 days after the day on which a  Contract  is
approved by the Board of Directors,  ------- the  Corporation  shall  commence a
tender  offer  (the  "Tender  Offer")  for not less than 50  percent  of all the
outstanding  shares  of the  Corporation  nor more  than any  percentage  of the
outstanding  shares that would require a vote of the stockholders under the MGCL
for a price  per share of not less than 98  percent  of the net asset  value per
share. The Corporation  shall pay for the shares tendered pursuant to the Tender
Offer promptly after the expiration  date of the Tender Offer.  The Tender Offer
shall be  unconditional  except as provided in  subsection  (3) of this  Section
10(d).  The Tender Offer may be modified by the  Corporation  only to the extent
necessary  to  comply  with the 1940 Act,  as  amended,  and the  rules  adopted
thereunder,  the Exchange Act, as amended, and the rules adopted thereunder, the
rules of the American Stock Exchange ("AMEX") applicable to listed companies, as
amended, and the MGCL. If any such required  modification affects the percentage
of outstanding  shares of the Corporation  which the Corporation  would offer to
purchase  pursuant  to the Tender  Offer,  the  Corporation  shall  reduce  that
percentage  only by such minimum  amount as is necessary for the Tender Offer to
comply with the rules and  regulations  described in the  foregoing  sentence of
this   subsection.

     (3) Certain  Conditions  of the Tender  Offer .  Notwithstanding  any other
provision of this Section 10(d),  the Corporation  shall modify the Tender Offer
only to the extent  necessary to ensure that the Tender Offer,  if  consummated,
would (A) result in the  delisting of the  Corporation's  shares from AMEX (AMEX
having advised the Corporation  that it would currently  consider  delisting the
shares) or (B) in the  written  opinion of  counsel to the  Corporation,  pose a
substantial  risk that the  Corporation  would  lose its  status as a  regulated
investment  company under the Internal  Revenue Code, as amended,  and the rules
adopted  thereunder (which would make the Corporation a taxable entity,  causing
the  Corporation's  income to be taxed at the corporate level in addition to the
taxation of Stockholders who receive dividends from the Corporation).

     (4) Amendment and Repeal.  This Article III,  Section 10(d) may be amended,
modified,  repealed or supplemented  only by the affirmative vote of at least 75
percent of the Continuing Directors.

     Section 11. Ation Without a Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any  committee  thereof may
be taken without a meeting if a written  consent to such action is signed by all
members of the Board or of any  committee,  as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or committee.

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

                                   ARTICLE IV
                               ------------------

                                   COMMITTEES

     Section 1.  Organization.  By resolution adopted by the Board of Directors,
the  Board  may  designate  one  or  more  committees,  including  an  Executive
Committee,  composed of two or more  Directors.  The Chairmen of such committees
shall be elected by the Board of  Directors.  The Board of Directors  shall have
the power at any time to  change  the  members  of such  committees  and to fill
vacancies in the committees.  The Board may delegate to these  committees any of
its powers,  except the power to authorize  the issuance of stock (other than as
provided in the next  sentence),  declare a dividend or  distribution  on stock,
recommend to stockholders any action requiring stockholder approval, amend these
By-Laws,  or  approve  any  merger  or share  exchange  which  does not  require
stockholder  approval. If the Board of Directors has given general authorization
for the  issuance  of stock,  a committee  of the Board,  in  accordance  with a
general formula or method specified by the Board by resolution or by adoption of
a  stock  option  or  other  plan,  may  fix  the  terms  of  stock  subject  to
classification  or  reclassificiation  and the  terms on which  any stock may be
issued,  including  all  terms  and  conditions  required  or  permitted  to  be
established or authorized by the Board of Directors.

     Section  2.  Proceedings  and  Quorum.  In the  absence  of an  appropriate
resolution of the Board of Directors,  each committee,  consistent with law, may
adopt such rules and regulations governing its proceedings, quorum and manner of
acting as it shall  deem  proper and  desirable.  In the event any member of any
committee  is absent  from any  meeting,  the  members  thereof  present  at the
meeting,  whether or not they  constitute a quorum,  may appoint a member of the
Board of Directors to act in the place of such absent member.

                                   ARTICLE V
                                   ---------
                                    OFFICERS

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

     Section  2.  Election,  Tenure  and  Qualifications.  The  officers  of the
Corporation,  except those appointed as provided in Section 9 of this Article V,
shall be elected by the Board of Directors at its first meeting or such meetings
as shall be held prior to its first annual meeting,  and thereafter  annually at
its annual meeting.  If any officers are not chosen at any annual meeting,  such
officers  may be chosen at any  subsequent  regular  or  special  meeting of the
Board.  Except as otherwise  provided in this Article V, each officer  chosen by
the Board of Directors  shall hold office  until the next annual  meeting of the
Board of  Directors  and  until  his  successor  shall  have  been  elected  and
qualified. Any person may hold one or more offices of the Corporation except the
offices of President and Vice President.

     Section 3. Removal and  Resignation.  Whenever in the judgment of the Board
of Directors the best interest of the Corporation  will be served  thereby,  any
officer  may be removed  from office by the vote of a majority of the members of
the Board of Directors  given at a regular meeting or any special meeting called
for such purpose.  Any officer may resign his office at any time by delivering a
written resignation to the Board of Directors,  the President, the Secretary, or
any Assistant  Secretary.  Unless otherwise specified therein,  such resignation
shall take effect upon delivery.

     Section 4. President. The President shall be the chief executive officer of
the Corporation and he shall preside at all stockholders'  meetings.  Subject to
the  supervision of the Board of Directors,  he shall have general charge of the
business,  affairs and property of the Corporation and general  supervision over
its  officers,  employees  and  agents.  Except  as the Board of  Directors  may
otherwise  order,  he may sign in the name and on behalf of the  Corporation all
deeds, bonds, contracts, or agreements.  He shall exercise such other powers and
perform  such other  duties as from time to time may be  assigned  to him by the
Board of Directors.

     Section 5.  Chairman.  The  Chairman  shall be the Chairman of the Board of
Directors and shall preside at all Directors'  meetings.  Except as the Board of
Directors  may  otherwise  order,  he may sign in the name and on  behalf of the
Corporation all deeds, bonds, contracts,  or agreements.  He shall exercise such
other  powers and perform such other duties as from time to time may be assigned
to him by the Board of Directors.

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

     Section 7. Treasurer and Assistant  Treasurers.  The Treasurer shall be the
principal  financial and accounting  officer of the  Corporation  and shall have
general charge of the finances and books of account of the  Corporation.  Except
as  otherwise  provided  by the  Board  of  Directors,  he  shall  have  general
supervision of the funds and property of the  Corporation and of the performance
by the  Custodian  of its duties with  respect  thereto.  He shall render to the
Board of Directors,  whenever directed by the Board, an account of the financial
condition of the  Corporation and of all his  transactions as Treasurer;  and as
soon as possible after the close of each fiscal year he shall make and submit to
the Board of Directors a like report for such fiscal year.  He shall perform all
acts incidental to the Office of Treasurer,  subject to the control of the Board
of Directors.

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

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

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

     Section 9. Subordinate  Officers.  The Board of Directors from time to time
may appoint such other officers or agents as it may deem advisable, each of whom
shall have such title,  hold office for such  period,  have such  authority  and
perform  such  duties  as the Board of  Directors  may  determine.  The Board of
Directors  from time to time may delegate to one or more  officers or agents the
power to appoint any such subordinate  officers or agents and to prescribe their
respective rights, terms of office, authorities and duties.

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

     Section 11. Surety 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 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 VI
                                   ----------

                                  CAPITAL STOCK

     Section 1.  Certificates of Stock.  The interest of each stockholder of the
Corporation  shall be evidenced by certificates for shares of stock in such form
as the Board of Directors may from time to time prescribe.  No certificate shall
be  valid  unless  it is  signed  by  the  President  or a  Vice  President  and
countersigned by the Secretary or an Assistant  Secretary or the Treasurer or an
Assistant  Treasurer of the  Corporation  and sealed with its seal, or bears the
facsimile signatures of such officers and a facsimile of such seal.

     Section  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 a certificate or  certificates  for the same number of shares of
the same class, duly endorsed or accompanied by proper instruments of assignment
and  transfer,  with such  proof of the  authenticity  of the  signature  as the
Corporation  or its agents may  reasonably  require.  The shares of stock of the
Corporation may be freely transferred, and the Board of Directors may, from time
to time, adopt rules and regulations with reference to the method of transfer of
the shares of stock of the Corporation.

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

     Section 4. Transfer Agents and Registrars.  The Board of Directors may from
time to time appoint or remove transfer agents and/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 5. Fixing of Record Date. The Board of Directors may fix in advance
a date as a record date for the  determination of the  stockholders  entitled to
notice of, or to vote at, any stockholders'  meeting or any adjournment thereof,
or to express consent to corporate  action in writing  without a meeting,  or to
receive  payment of any  dividend or other  distribution  or to be allotted  any
other rights,  or for the purpose of any other lawful action,  provided that (1)
such  record  date  shall  not  exceed 90 days  preceding  the date on which the
particular action requiring such  determination  will be taken; (2) the transfer
books shall remain open  regardless  of the fixing of a record date;  (3) in the
case of a meeting of  stockholders,  the  record  date shall be at least 10 days
before  the  date of the  meeting;  and (4) in the  event a  dividend  or  other
distribution  is  declared,  the  record  date for  stockholders  entitled  to a
dividend or  distribution  shall be at least 10 days after the date on which the
dividend is declared (declaration date).

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

                                  ARTICLE VII
                                  -----------

                           FISCAL YEAR AND ACCOUNTANT

     Section 1. Fiscal Year. The fiscal year of the  Corporation  shall,  unless
otherwise ordered by the Board of Directors, be twelve calendar months ending on
the 31st day of October.

     Section 2. Accountant.  The Corporation shall employ an independent  public
accountant or a firm of independent  public  accountants  as its  Accountants 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 VIII
                                  ------------

                              CUSTODY OF SECURITIES

     Section 1. Employment of a Custodian.  The  Corporation  shall place and at
all times maintain in the custody of a Custodian  (including  any  sub-custodian
for the Custodian) all funds,  securities and similar  investments  owned by the
Corporation.  The  Custodian  (and any  sub-custodian)  shall be a bank or trust
company  of good  standing  having a  capital,  surplus  and  undivided  profits
aggregating  not less than fifty  million  dollars  ($50,000,000)  or such other
financial  institution  as shall  be  permitted  by rule or order of the  United
States Securities and Exchange Commission. The Custodian shall be appointed from
time to time by the Board of Directors, which shall fix its remuneration.

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

                                   ARTICLE IX
                                   ----------

                   INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

     Section 1. Indemnification of Directors and Officers. The Corporation shall
indemnify  its  Directors  and officers to the fullest  extent  permitted by the
Maryland General Corporation Law and the Investment Company Act. The Corporation
shall  indemnify its  Directors and officers who,  while serving as Directors or
officers,  also serve at the request of the Corporation as a director,  officer,
partner,   trustee,   employee,  agent  or  fiduciary  of  another  corporation,
partnership,  joint venture, trust, other enterprise or employee benefit plan to
the fullest extent  consistent  with law. The  indemnification  and other rights
provided by this  Article  shall  continue as to a person who has ceased to be a
Director or officer and shall inure to the benefit of the heirs,  executors  and
administrators of such a person.  This Article shall not protect any such person
against any  liability to the Company or any  stockholder  thereof to which such
person would otherwise be subject by reason of willful  misfeasance,  bad faith,
gross negligence or reckless  disregard of the duties involved in the conduct of
his office ("disabling conduct").

     Section  2.  Advances.  Any  current or former  Director  or officer of the
Corporation  seeking  indemnification  within the scope of this Article shall be
entitled to advances from the Corporation for payment of the reasonable expenses
incurred  by him in  connection  with  the  matter  as to  which  he is  seeking
indemnification  in the manner and to the fullest extent  permissible  under the
Maryland  General  Corporation  Law and the  1940  Act,  without  a  preliminary
determination of entitlement to indemnification  (except as provided below). The
person seeking  advances shall provide to the Corporation a written  affirmation
of  his  good  faith  belief  that  the  standard  of  conduct   necessary   for
indemnification  by the  Corporation  has been met and a written  undertaking to
repay any such advance if it should  ultimately be determined  that the standard
of  conduct  has not  been  met.  In  addition,  at least  one of the  following
additional  conditions  shall be met:  (i) the  person  seeking  advances  shall
provide  security  in form and  amount  acceptable  to the  Corporation  for his
undertaking; (ii) the Corporation is insured against losses arising by reason of
the advance; or (iii) a majority of a quorum of Directors of the Corporation who
are neither "interested  persons" as defined in section 2(a)(19) of the 1940 Act
nor  parties  to  the  proceeding  ("disinterested  non-party  directors"),   or
independent legal counsel, in a written opinion, shall have determined, based on
a review of facts readily  available to the  Corporation at the time the advance
is proposed to be made,  that there is reason to believe that the person seeking
indemnification will ultimately be found to be entitled to indemnification.

     Section 3. Procedure. At the request of any person claiming indemnification
under this  Article,  the Board of  Directors  shall  determine,  or cause to be
determined, in a manner consistent with the Maryland General Corporation Law and
the 1940 Act,  whether the  standards  required by this  Article  have been met.
Indemnification shall be made only following: (i) a final decision on the merits
by a court or other body before whom the  proceeding was brought that the person
to be indemnified  was not liable by reason of disabling  conduct or (ii) in the
absence of such a decision, a reasonable  determination,  based upon a review of
the  facts,  that the  person  to be  indemnified  was not  liable  by reason of
disabling  conduct  by (A) the vote of a majority  of a quorum of  disinterested
non-party directors or (B) an independent legal counsel in a written opinion.

     Section 4.  Indemnification  of Employees and Agents.  Employees and agents
who are not officers or Directors of the  Corporation  may be  indemnified,  and
reasonable  expenses  may be advanced  to such  employees  or agents,  as may be
provided  by action of the Board of  Directors  or by  contract,  subject to any
limitations imposed by the Investment Company Act.

     Section 5. Other Rights.  The Board of Directors may make further provision
consistent  with law for  indemnification  and advance of expenses to Directors,
officers,  employees  and agents by  resolution,  agreement  or  otherwise.  The
indemnification  provided by this Article  shall not be deemed  exclusive of any
other  right,  with  respect to  indemnification  or  otherwise,  to which those
seeking  indemnification  may be entitled under any insurance or other agreement
or resolution of stockholders or disinterested directors or otherwise.

     Section  6.  Amendments.  References  in the  Article  are to the  Maryland
General Corporation Law and to the Investment Company Act. No amendment of these
By-Laws  shall affect any right of any person  under this  Article  based on any
event, omission or proceeding prior to the amendment.

     Section 7. Insurance.  The Corporation may purchase and maintain  insurance
on behalf of any person who is or was a Director,  officer, employee or agent of
the  Corporation  or 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,  partner,  trustee,  employee  or agent of another  foreign or domestic
corporation,  partnership,  joint venture,  trust,  other enterprise or employee
benefit plan, against any liability asserted against and incurred by such person
in any such capacity or arising out of such person's position;  provided that no
insurance may be purchased by the  Corporation  on behalf of any person  against
any  liability  to the  Corporation  or to its  stockholders  to  which he would
otherwise  be  subject  by reason  of  willful  misfeasance,  bad  faith,  gross
negligence  or reckless  disregard of the duties  involved in the conduct of his
office.

                                   ARTICLE X
                                   ---------

                    ADOPTION, ALTERATION OR REPEAL OF BY-LAWS

     Except as  otherwise  expressly  provided  in these  By-Laws,  the Board of
Directors shall have the exclusive power to adopt, alter or repeal any provision
of these By-Laws and to make new By-Laws.


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