<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>5
<FILENAME>iaf77q1a.txt
<TEXT>
ABERDEEN AUSTRALIA EQUITY FUND, INC.
A Maryland Corporation

BYLAWS

Amended and Restated as of June 8, 2004

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.					19
Section 3.	Election.					20
Section 4.	Vacancies and Newly Created Directorships.	21
Section 5.	Removal.					21
Section 6.	Place of Meeting.				21
Section 7.	Annual and Regular Meetings.			22
Section 8.	Special Meetings.				22
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.				28

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

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

ARTICLE VII	FISCAL YEAR AND ACCOUNTANT			35
Section 1.	Fiscal Year.					35
Section 2.	Accountant.					35

ARTICLE VIII	CUSTODY OF SECURITIES				35
Section 1.	Employment of a Custodian.			35
Section 2.	Termination of Custodian Agreement.		36

ARTICLE IX	INDEMNIFICATION AND ADVANCEMENT OF EXPENSES	36
Section 1.	Indemnification of Directors and Officers.	36
Section 2.	Advances.					37
Section 3.	Procedure.					38
Section 4.	Indemnification of Employees and Agents.	38
Section 5.	Other Rights.					38
Section 6.	Amendments.					39
Section 7.	Insurance.					39
ARTICLE X	ADOPTION, ALTERATION OR REPEAL OF BYLAWS	40




BYLAWS 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 28 and April 26.

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 Bylaws, "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 Bylaws 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.
The meetings of the stockholders shall be presided over by the President,
or if he is not present, by the Chairman, or if he is not present, by any Vice
President, or if none of them is present, then by any other officer of the
Corporation appointed by the President to act on his behalf shall preside
over the meeting.  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 Bylaws 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 Bylaws, 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 Bylaws, 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.  The Board of Directors shall designate a Chairman of the
Board of Directors who shall preside at all Directors' meetings, and who
shall exercise such powers and perform such other duties as from time to
time may be assigned to him by the 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, each candidate, at the time of nomination, must possess at
least the following specific minimum qualifications: (i) a nominee shall
have at least five years experience in either investment management,
economics, public accounting or Australian business; (ii) a nominee shall
have a college undergraduate degree in economics, finance, business
administration, accounting, or engineering, or a 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; and (iii) a nominee shall
not have violated any provision of the U.S. federal or state securities laws,
or comparable laws of another country.  The provisions of this subsection
(b)(1) of Article III, Section 2 may not be amended, unless the Board of
Directors has first obtained a stockholder vote recommending such
amendment; provided, however, that the Board of Directors will make any
amendments to this subsection (b)(1) as may be required by law or
regulation, without obtaining a vote of stockholders with respect to such
amendments.

	(2)	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 provision of this subsection
(b) shall not be eligible for nomination or election as a director.

	(3)	The Nominating Committee of the Board of
Directors shall apply the Fund's Conflict of Interest and Corporate
Opportunities Policy adopted by the Board on January 20, 2003 as
subsequently amended or modified (the "Policy") as a standard in
selecting nominees to ensure that (i) an incumbent nominee shall not have
violated any provision of the Policy, 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.

	(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)(3) 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 plurality of all
votes cast at a meeting at which a quorum is present.  The provisions of
this Section 3 of Article III may not be amended, unless the Board of
Directors has first obtained a stockholder vote recommending such
amendment; provided, however, that the Board of Directors will make any
amendments to this Section 3 as may be required by law or regulation,
without obtaining a vote of stockholders with respect to such amendments.

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
Bylaws.

(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 Bylaws.

(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 16, 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 not (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.	Action 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
Bylaws, 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 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.	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 6.	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 7.	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 8.	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 9.	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 10.	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.
Neither the amendment nor repeal of this Article IX, nor the adoption or
amendment of any other provision of the Bylaws or Charter of the
Corporation inconsistent with this Article IX, shall apply to or affect in
any respect the applicability of this Article IX with respect to any act or
failure to act which occurred prior to such amendment, repeal or adoption.

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



</TEXT>
</DOCUMENT>
