<DOCUMENT>
<TYPE>EX-99.B
<SEQUENCE>8
<FILENAME>y93068a1exv99wb.txt
<DESCRIPTION>BY-LAWS OF THE FUND
<TEXT>
<PAGE>

                                                                  EXHIBIT (2)(b)

                     The Central European Equity Fund, Inc.

                            (a Maryland corporation)

                                     Bylaws

                  (Amended and Restated as of January 31, 2000

                      and further amended on July 16, 2001)

                                    ARTICLE I

                                     Offices

         Section 1. Principal Office. The principal office of The Central
European Equity Fund, Inc. (the "Corporation") shall be located
at such place or places as the Board of Directors may designate.

         Section 2. Additional Offices. The Corporation may have additional
offices at such places as the Board of Directors may from time to time determine
or the business of the Corporation may require.

                                   ARTICLE II

                                  Stockholders

         Section 1. Place of Meetings. All meetings of the stockholders of the
Corporation shall be held at the principal

<PAGE>

                                                                  EXHIBIT (2)(b)

office of the Corporation or at such other place as may from time to time be set
by the Board of Directors and stated in the notice of meeting.

         Section 2. Annual Meetings. An annual meeting of the stockholders for
the election of directors and the transaction of any business within the powers
of the Corporation shall be held in the month of June each year on a date and at
the time set by the Board of Directors and stated in the notice of meeting.

         Section 3. Special Meetings. (a) General. The President, Chief
Executive Officer or Board of Directors may call a special meeting of the
stockholders. 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

<PAGE>

                                                                  EXHIBIT (2)(b)

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 duly authorized agents), shall bear
the date of signature of each such stockholder (or other 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 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Rule 14a-11 thereunder or pursuant to the
Investment Company Act of 1940, as amended (the "Investment Company Act"), and
the rules thereunder. 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.

<PAGE>

                                                                  EXHIBIT (2)(b)

                           (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 duly authorized agents) 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 other 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) and the class and number of shares
of stock of the Corporation which are owned of record and beneficially by each
such stockholder, 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.

<PAGE>

                                                                  EXHIBIT (2)(b)

                           (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) Except as provided in the next sentence, any
special meeting shall be held at such place, date and time as may be designated
by the President, Chief Executive Officer or Board of Directors, whoever has
called the meeting. 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

<PAGE>

                                                                  EXHIBIT (2)(b)

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 offices of the Corporation. In
fixing a date for any special meeting, the President, Chief Executive Officer 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 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 at any time as a result of written revocations
of requests for the special meeting, stockholders of record (or their duly
authorized agents) as of the Request Record Date entitled to cast less than the
Special Meeting Percentage

<PAGE>

                                                                  EXHIBIT (2)(b)

shall have delivered and not revoked requests for a special meeting, the
Secretary may refrain from mailing the notice of the meeting or, if the notice
of the meeting has been mailed, the Secretary may revoke the notice of the
meeting at any time before ten days before the meeting if the Secretary has
first sent to all other requesting stockholders written notice of such
revocation and of intention to revoke the notice 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

<PAGE>

                                                                  EXHIBIT (2)(b)

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 New York are authorized or obligated by law or
executive order to close.

                  Section 4. Notice of Meetings of Stockholders. Not less than
ten nor more than 90 days before each meeting of stockholders, the Secretary
shall give to each stockholder entitled to vote at such meeting and to each
stockholder not entitled to vote who is entitled to notice of the meeting
written or printed notice stating the time and place of the meeting and, in the
case of a special meeting or as otherwise may be required by any statute, the
purpose for which the meeting is called, either by mail, presenting it to the
stockholder personally, leaving it at the stockholder's residence or usual place
of business or transmitting the notice to the stockholder in any

<PAGE>

                                                                  EXHIBIT (2)(b)

other manner authorized by law. If mailed, notice shall be deemed to be given
when deposited in the United States mail addressed to the stockholder at the
stockholder's post office address as it appears upon the books of the
Corporation. A meeting of stockholders convened on the date for which it was
called may be adjourned from time to time and place to place without further
notice to a date not more than 120 days after the original record date.

         Section 5. Scope of Notice. Any business of the Corporation may be
transacted at an annual meeting of stockholders without being specifically
designated in the notice, except such business as is required by any statute to
be stated in such notice. No business shall be transacted at a special meeting
of stockholders except as specifically designated in the notice.

         Section 6. Quorum. At any meeting of stockholders, the presence in
person or by proxy of stockholders entitled to cast one-third 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, the
chairman of the meeting, in

<PAGE>

                                                                  EXHIBIT (2)(b)

accordance with Section 12 of this Article II of these Bylaws, 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 7. Voting. A plurality of all the votes cast at a meeting of
stockholders duly called and at which a quorum is present shall be sufficient to
elect a director. Each share may be voted for as many individuals as there are
directors to be elected and for whose election the share is entitled to be
voted. A majority of the votes cast at a meeting of stockholders duly called and
at which a quorum is present shall be sufficient to approve any other matter
which may properly come before the meeting, unless more than a majority of the
votes cast is required by statute or by the charter of the Corporation. Unless
otherwise provided in the charter, each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders.

         Section 8. Proxies. A stockholder may cast the votes entitled to be
cast by the shares of the stock owned of record by him, her or it either in
person or by proxy executed by the

<PAGE>

                                                                  EXHIBIT (2)(b)

stockholder or the stockholder's duly authorized agent in any manner authorized
by law. Such proxy shall be filed with the Secretary of the Corporation before
or at the time of the meeting. No proxy shall be valid after eleven months from
the date of its execution, unless otherwise provided in the proxy.

         Section 9. Voting of Stock by Certain Holders. Stock of the Corporation
registered in the name of a corporation, partnership, trust or other entity, if
entitled to be voted, may be voted by the President or a Vice President, a
general partner or trustee thereof, as the case may be, or a proxy appointed by
any of the foregoing individuals, unless some other person who has been
appointed to vote such stock pursuant to a bylaw or a resolution of the
governing body of such corporation or other entity or agreement of the partners
of a partnership presents a certified copy of such bylaw, resolution or
agreement, in which case such person may vote such stock. Any Director or other
fiduciary may vote stock registered in his or her name as such fiduciary, either
in person or by proxy.

         Shares of stock of the Corporation directly or indirectly owned by it
shall not be voted at any meeting and shall not be counted in determining the
total number of outstanding shares entitled to be voted at any given time,
unless they are held by it in a fiduciary capacity, in which case they

<PAGE>

                                                                  EXHIBIT (2)(b)

may be voted and shall be counted in determining the total number of outstanding
shares at any given time.

         The Board of Directors may adopt by resolution a procedure by which a
stockholder may certify in writing to the Corporation that any shares of stock
registered in the name of the stockholder are held for the account of a
specified person other than the stockholder. The resolution shall set forth the
class of stockholders who may make the certification, the purpose for which the
certification may be made, the form of certification and the information to be
contained in it; if the certification is with respect to a record date or
closing of the stock transfer books, the time after the record date or closing
of the stock transfer books within which the certification must be received by
the Corporation; and any other provisions with respect to the procedure which
the Board of Directors considers necessary or desirable. On receipt of such
certification, the person specified in the certification shall be regarded as,
for the purposes set forth in the certification, the stockholder of record of
the specified stock in place of the stockholder who makes the certification.

         Section 10. Inspectors. At any meeting of stockholders, the chairman of
the meeting may appoint one or more persons as inspectors for such meeting. Such
inspectors shall

<PAGE>

                                                                  EXHIBIT (2)(b)

ascertain and report the number of shares represented at the meeting based upon
their determination of the validity and effect of proxies, count all votes,
report the results and perform such other acts as are proper to conduct the
election and voting with impartiality and fairness to all the stockholders.

         Each report of an inspector shall be in writing and signed by the
inspector or by a majority of them if there is more than one inspector acting at
such meeting. If there is more than one inspector, the report of a majority
shall be the report of the inspectors. The report of the inspector or inspectors
on the number of shares represented at the meeting and the results of the voting
shall be prima facie evidence thereof.

         Section 11. Presiding Officer - Stockholders Meetings. At every meeting
of stockholders, the Chairman of the Board, if there be one, shall conduct the
meeting or, in the case of vacancy in office or absence of the Chairman of the
Board, one of the following directors or officers present shall conduct the
meeting in the order stated: the Vice Chairman of the Board, if there be one,
the Chief Executive Officer, the President, the Vice Presidents in their order
of rank and seniority, or a chairman chosen by the stockholders entitled to cast
a majority of the votes which all stockholders present in person or by proxy are
entitled to cast, shall act as chairman, and the Secretary,

<PAGE>

                                                                  EXHIBIT (2)(b)

or, in his or her absence, an Assistant Secretary, or in the absence of both the
Secretary and Assistant Secretaries, a person appointed by the chairman shall
act as secretary.

         Section 12. Conduct of Stockholders Meetings. 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 or
other such persons 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 or
other such persons 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; and (f) recessing or adjourning the meeting
to a later date and time and a place announced at the meeting. Unless otherwise
determined by the chairman of the meeting, meetings of stockholders shall not be

<PAGE>

                                                                  EXHIBIT (2)(b)

required to be held in accordance with the rules of parliamentary procedure.

                  THE FOLLOWING SECTION 13 IS EFFECTIVE UNTIL DECEMBER 31, 2000
AND SHALL HAVE NO FORCE OR EFFECT AS OF JANUARY 1, 2001. Section 13. Advance
Notice of Stockholder Nominees for Director and Other Stockholder Proposals. (a)
Annual Meetings of Stockholders. (1) Nominations of persons for election to the
Board of Directors and the proposal of 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
13(a) and at the time of the annual meeting, who is entitled to vote at the
meeting and who complied with the notice procedures set forth in this Section
13(a).

                           (2) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (iii) of
paragraph (a)(1) of this Section 13, 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

<PAGE>

                                                                  EXHIBIT (2)(b)

be timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than 60 days nor more
than 90 days prior to the first anniversary of the date of mailing of the notice
for the preceding year's annual meeting; provided, however, that in the event
that the date of mailing of the notice for the annual meeting is advanced or
delayed by more than 30 days from the first anniversary of the date of mailing
of the notice for the preceding year's annual meeting, notice by the stockholder
to be timely must be so delivered not earlier than the 90th day prior to the
date of mailing of the notice for such annual meeting and not later than the
close of business on the later of the 60th day prior to the date of mailing of
the notice for such annual meeting or the tenth day following the day on which
disclosure of the date of mailing of the notice for 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 person whom the stockholder proposes to nominate for election or reelection
as a director, (A) the name, age, business address and residence address of such
person, (B) the class and number of shares of stock of the Corporation that are
beneficially owned by such

<PAGE>

                                                                  EXHIBIT (2)(b)

person and (C) all other information relating to such person 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 or pursuant to the Investment Company Act and the rules
thereunder (including such person'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 conducting such business at the meeting and any material interest in
such business of such stockholder (including any anticipated benefit to the
stockholder therefrom) and of each beneficial owner, if any, on whose behalf the
proposal is made; and (iii) as to the stockholder giving the notice and each
beneficial owner, if any, on whose behalf the nomination or proposal is made,
(x) the name and address of such stockholder, as they appear on the
Corporation's stock ledgers and a current name and address, if different, and of
such beneficial owner, and (y) the class and number of shares of each class of
stock of the Corporation which are owned beneficially and of record by such
stockholder and owned beneficially by such beneficial owner.

<PAGE>

                                                                  EXHIBIT (2)(b)

                           (3) Notwithstanding anything in this subsection (a)
of this Section 13 to the contrary, in the event the Board of Directors
increases or decreases the maximum or minimum number of directors in accordance
with Article II, Section 1 of these Bylaws, and there is no public announcement
of such action at least 70 days prior to the first anniversary of the date of
mailing of the preceding year's annual meeting, a stockholder's notice required
by this Section 13(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 offices 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 persons 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

<PAGE>

                                                                  EXHIBIT (2)(b)

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 13 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 13. In the
event the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (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 paragraph (a)(2) of this Section 13 shall be delivered to the
Secretary at the principal executive offices of the Corporation not earlier than
the 90th day prior to such special meeting and not later than the close of
business on the later of the 60th 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.

<PAGE>

                                                                  EXHIBIT (2)(b)

                  (c) General. (1) Only such persons who are nominated in
accordance with the procedures set forth in this Section 13 and Article III,
Section 3 of these Bylaws shall be eligible to serve 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 the procedures set forth in this
Section 13. The chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this Section 13 and, if any proposed nomination or
business is not in compliance with this Section 13, to declare that such
defective nomination or proposal be disregarded.

                           (2) For purposes of this Section 13, (a) the "date of
mailing of the notice" shall mean the date of the proxy statement for the
solicitation of proxies for election of directors and (b) "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.
<PAGE>

                                                                  EXHIBIT (2)(b)

                           (3) Notwithstanding the foregoing provisions of this
Section 13, a stockholder shall also comply with all applicable requirements of
state law and of the Exchange Act and the Investment Company Act and the rules
and regulations thereunder with respect to the matters set forth in this Section
13. Nothing in this Section 13 shall be deemed to affect any right of
stockholders to request inclusion of proposals 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.

         THE FOLLOWING SECTION 13 IS EFFECTIVE AS OF JANUARY 1, 2001. Section
13. Advance Notice of Stockholder Nominees for Director and Other Stockholder
Proposals. (a) Annual Meetings of Stockholders. (1) Nominations of persons for
election to the Board of Directors and the proposal of 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 13(a) and at the time of the annual meeting, who is entitled to vote at
the meeting and who complied with the notice procedures set forth in this
Section 13(a).

<PAGE>

                                                                  EXHIBIT (2)(b)

                           (2) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (iii) of
paragraph (a)(1) of this Section 13, 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 be delivered to the Secretary at the
principal executive offices of the Corporation not less than 90 days nor more
than 120 days prior to the first anniversary of the date of mailing of the
notice for the preceding year's annual meeting; provided, however, that in the
event that the date of mailing of the notice for the annual meeting is advanced
or delayed by more than 30 days from the first anniversary of the date of
mailing of the notice for 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 mailing of the notice for such annual meeting and not later
than the close of business on the later of the 90th day prior to the date of
mailing of the notice for such annual meeting or the tenth day following the day
on which disclosure of the date of mailing of the notice for such meeting is
first made. In no event shall the public announcement of a postponement or

<PAGE>

                                                                  EXHIBIT (2)(b)

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 person whom the stockholder proposes to nominate for
election or reelection as a director, (A) the name, age, business address and
residence address of such person, (B) the class and number of shares of stock of
the Corporation that are beneficially owned by such person, (C) all other
information relating to such person 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
or pursuant to the Investment Company Act and the rules thereunder (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected), and (D) a statement specifying which
of clauses (1)-(7) of the definition of "Relevant Experience and Country
Knowledge" in Article III, Section 3 of the Bylaws the person being nominated
satisfies, information relating to such person sufficient to support a
determination that the person satisfies the specified clause or clauses of the
definition and a representation that the person does not have a "Conflict of
Interest" as defined in Article III, Section 3 of the Bylaws;

<PAGE>

                                                                  EXHIBIT (2)(b)

(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 conducting such business at the meeting and any material
interest in such business of such stockholder (including any anticipated benefit
to the stockholder therefrom) and of each beneficial owner, if any, on whose
behalf the proposal is made; and (iii) as to the stockholder giving the notice
and each beneficial owner, if any, on whose behalf the nomination or proposal is
made, (x) the name and address of such stockholder, as they appear on the
Corporation's stock ledgers and a current name and address, if different, and of
such beneficial owner, and (y) the class and number of shares of each class of
stock of the Corporation which are owned beneficially and of record by such
stockholder and owned beneficially by such beneficial owner.

                           (3) Notwithstanding anything in this subsection (a)
of this Section 13 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 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
mailing of the preceding year's annual meeting, a stockholder's notice required
by this Section 13(a) shall also be

<PAGE>

                                                                  EXHIBIT (2)(b)

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 offices 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 persons 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 13 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 13. In the event the Corporation calls a special meeting
of stockholders for the purpose of electing one or more directors to the Board
of Directors, any such stockholder may nominate a

<PAGE>

                                                                  EXHIBIT (2)(b)

person or persons (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
paragraph (a)(2) of this Section 13 shall be delivered to the Secretary at the
principal executive offices 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) Only such persons who are nominated in
accordance with the procedures set forth in this Section 13 and Article III,
Section 3 of these Bylaws shall be eligible to serve 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 the procedures set forth in this
Section 13. The chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth

<PAGE>

                                                                  EXHIBIT (2)(b)

in this Section 13 and, if any proposed nomination or business is not in
compliance with this Section 13, to declare that such defective nomination or
proposal be disregarded.

                           (2) For purposes of this Section 13, (a) the "date of
mailing of the notice" shall mean the date of the proxy statement for the
solicitation of proxies for election of directors and (b) "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.

                           (3) Notwithstanding the foregoing provisions of this
Section 13, a stockholder shall also comply with all applicable requirements of
state law and of the Exchange Act and the Investment Company Act and the rules
and regulations thereunder with respect to the matters set forth in this Section
13. Nothing in this Section 13 shall be deemed to affect any right of
stockholders to request inclusion of proposals 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.

<PAGE>

                                                                  EXHIBIT (2)(b)

         Section 14. Voting by Ballot. Voting on any question or in any election
may be viva voce unless the chairman of the meeting shall order or any
stockholder shall demand that voting be by ballot.

                                   ARTICLE III

                               Board of Directors

         Section 1. General Powers. The business and affairs of the Corporation
shall be managed under the direction of its Board of Directors.

         Section 2. Number and Tenure. The number of Directors shall be not less
than the minimum number required from time to time by the Maryland General
Corporation Law. Subject to the minimum number of directors described in the
immediately preceding sentence, the number of directors of the Corporation shall
be fixed only by a vote of the Board of Directors.

         Section 3. Qualifications. Directors need not be stockholders. Each
Director shall hold office until the earlier of: (a) the expiration of his term
and his or her successor shall have been elected and qualifies, (b) his or her
death, (c) his or her resignation, (d) December 31 of the year in which he or
she shall have reached 70 years of age, or (e) his or her removal; provided that
clause (d) shall not apply to any person

<PAGE>

                                                                  EXHIBIT (2)(b)

who was a Director on October 15, 1999 or to any person who the Nominating
Committee (or in the absence of such a Committee, the Board of Directors)
determines to except from that clause on the basis that the person's prior
public or government service or other broad-based activities in the business
community make it essential that the Corporation continue to receive the benefit
of the person's services as a Director. The determination described in the
previous sentence shall be made on or before July 31 of the year in which the
Director in question reaches the age specified in clause (d). To be eligible for
nomination as a director a person must, at the time of such person's nomination,
have Relevant Experience and Country Knowledge (as defined below) and must not
have any Conflict of Interest (as defined below). Whether a proposed nominee
satisfies the foregoing qualifications shall be determined by the Nominating
Committee or, in the absence of such a Committee, by the Board of Directors,
each in its sole discretion.

         "Relevant Experience and Country Knowledge" means experience in
business, investment, economic or political matters of Germany or the United
States through service for 10 of the past 20 years (except where a shorter
period is noted) in one or more of the following principal occupations:

<PAGE>

                                                                  EXHIBIT (2)(b)

                           (1)      senior executive officer or partner of a
                                    financial or industrial business
                                    headquartered in Germany that has annual
                                    revenues of at least the equivalent of US
                                    $500 million,

                           (2)      senior executive officer or partner of a
                                    financial or industrial business
                                    headquartered in the United States that has
                                    annual revenues of at least the equivalent
                                    of US $500 million and whose management
                                    responsibilities include supervision of
                                    European business operations,

                           (3)      director (or the equivalent) for 5 of the
                                    past 10 years of one or more investment
                                    businesses or vehicles (including this
                                    Corporation) a principal focus of which is
                                    investment in Germany and that have at least
                                    the equivalent of US $250 million in
                                    combined total assets of their own,

                           (4)      senior executive officer or partner of an
                                    investment management business having at
                                    least the equivalent of US $500 million in
                                    securities of German companies or securities
                                    principally traded in Germany under
                                    discretionary management for others,

                           (5)      senior executive officer or partner of a
                                    business consulting, accounting or law firm
                                    having at least 100 professionals and (b)
                                    whose principal responsibility involves or
                                    involved providing services involving
                                    European matters for financial or industrial
                                    businesses, investment businesses or
                                    vehicles or investment management businesses
                                    as described in (1) - (4) above,

                           (6)      senior official (including ambassador or
                                    minister) in the national government, a
                                    government agency or the central bank of
                                    Germany or the United States, in a major
                                    supranational agency or organization of
                                    which Germany or the United States is a
                                    member, or

<PAGE>

                                                                  EXHIBIT (2)(b)

                                    in a leading international trade
                                    organization relating to Germany or the
                                    United States, in each case in the area of
                                    finance, economics, trade or foreign
                                    relations, or

                           (7)      current director or senior officer (without
                                    regard to years of service) of an investment
                                    manager or adviser of the Corporation, or of
                                    any entity controlling or under common
                                    control with an investment manager or
                                    adviser of the Corporation.

For purposes of clauses (1)-(5) of the preceding sentence and clauses (1)-(2) of
the next paragraph, the term "financial or industrial business" includes a
financial or industrial business unit within a larger enterprise; the term
"investment businesses or vehicles" includes an investment business unit or
investment vehicle within a larger enterprise; the term "investment management
business" includes an investment management business unit within a larger
enterpirse; and the term "investment vehicle" includes an investment vehicle
within a larger enterprise; but in each case only to the extent the unit
satisifes the revenue, asset and other requirements speicifed for the business
or vehicle in clauses (1)-(5) of the preceding sentence or clauses (1)-(2) of
the next paragraph.

         "Conflict of Interest" means the presence of a conflict with the
interests of the Corporation or its operations through any of the following:

<PAGE>

                                                                  EXHIBIT (2)(b)

                           (1)      current position as a director, officer,
                                    partner or employee of another investment
                                    vehicle a significant (i.e., 25% or more of
                                    total assets) focus of which is securities
                                    of German companies or securities
                                    principally traded in German markets and
                                    that does not have the same investment
                                    adviser as the Corporation or an investment
                                    adviser affiliated with an investment
                                    adviser of the Corporation,

                           (2)      current position as a director, officer,
                                    partner or employee of the sponsor or
                                    equivalent of an investment vehicle
                                    described in the previous point, or

                           (3)      current position as an official of a
                                    governmental agency or self-regulatory body
                                    having responsibility for regulating the
                                    Corporation or the markets in which it
                                    proposes to invest.

         Section 4. Vacancies. Subject to the provisions of the Investment
Company Act, each vacancy on the Board of Directors of the Corporation may be
filled only by the affirmative vote of a majority of the remaining directors in
office, even if the remaining directors do not constitute a quorum. Any director
elected to fill a vacancy shall hold office for the remainder of the full term
of the class of directors in which the vacancy occurred and until a successor is
elected and qualifies.

         Section 5. Place of Meeting. The Directors may hold their meetings,
have one or more offices, and keep the books of the Corporation at any office or
offices of the Corporation or at

<PAGE>

                                                                  EXHIBIT (2)(b)

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.

         Section 6. Annual and Regular Meetings. The annual meeting of the Board
of Directors shall be held as soon as practicable after the annual meeting of
the stockholders. The Board of Directors may provide, by resolution, the time
and place, either within or without the State of Maryland, for the holding of
regular meetings of the Board of Directors without other notice than such
resolution.

         Section 7. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the Chief Executive Officer, the
President, the Secretary or two or more Directors who are then appointed to the
Executive Committee.

         Section 8. Notice. Notice of any special meeting of the Board of
Directors shall be delivered personally or by telephone, facsimile transmission,
United States mail or courier to each Director at his business or residence
address. Notice by personal delivery, by telephone or a facsimile transmission
shall be given at least two days prior to the meeting. Notice by mail shall be
given at least five days prior to the meeting and shall

<PAGE>

                                                                  EXHIBIT (2)(b)

be deemed to be given when deposited in the United States mail properly
addressed, with postage thereon prepaid. Telephone notice shall be deemed to be
given when the Director is personally given such notice in a telephone call to
which he or she is a party. Facsimile transmission notice shall be deemed to be
given upon completion of the transmission of the message to the number given to
the Corporation by the Director and receipt of a completed answer-back
indicating receipt. Neither the business to be transacted at, nor the purpose
of, any annual, regular or special meeting of the Board of Directors need be
stated in the notice, unless specifically required by statute or these Bylaws.

         Section 9. Quorum and Voting. A majority of the Board of Directors then
in office shall constitute a quorum for the transaction of business, provided
that, if less than a majority of such Directors are present at said meeting, a
majority of the Directors present may adjourn the meeting from time to time
without further notice, and provided further that if, pursuant to the charter of
the Corporation or these Bylaws, the vote of a majority of a particular group of
Directors is required for action, a quorum must also include a majority of such
group. The action of the majority of the Directors present at any meeting at
which a quorum is present shall be the action of the Board of

<PAGE>

                                                                  EXHIBIT (2)(b)

Directors, unless the concurrence of a greater proportion is required for such
action by applicable statute.

         Section 10. Telephone Meetings. Directors may participate in a meeting
by means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time;
provided that no such meeting by conference telephone or similar communications
equipment may be held for the purpose of voting to approve or continue any
investment advisory contract pursuant to Section 15 of the Investment Company
Act. Participation in a meeting by these means constitutes presence in person at
the meeting.

         Section 11. Informal Action by the Board of Directors. Any action
required or permitted to be taken at any meeting of the Board of Directors may
be taken without a meeting, if a written consent to such action is signed by
each Director and such written consent is filed with the minutes of the
proceedings of the Board or such committee; provided that no such action by
written consent may be taken to approve or continue an investment advisory
contract pursuant to Section 15 of the Investment Company Act.

         Section 12. Compensation of Directors. Directors shall be entitled to
receive such compensation from the

<PAGE>

                                                                  EXHIBIT (2)(b)

Corporation for their services as may from time to time be voted by the Board of
Directors.

                                   ARTICLE IV

                                   Committees

         Section 1. Number, Tenure and Qualifications. The Board of Directors
may appoint from among its members an Audit Committee and other committees,
composed of one or more Directors, to serve at the pleasure of the Board of
Directors. The Board of Directors may appoint from among its members an
Executive Committee composed of two or more Directors, to serve at the pleasure
of the Board of Directors.

         Section 2. Powers. The Board of Directors may delegate to committees
appointed under Section 1 of this Article any of the powers of the Board of
Directors, except as prohibited by law.

         Section 3. Meetings. Notice of committee meetings shall be given in the
same manner as notice for special meetings of the Board of Directors. Except for
the Executive Committee, a majority of the members of the committee shall
constitute a quorum for the transaction of business at any meeting of the
committee. Three, but in no event less than one-third, of the Directors then
appointed to the Executive Committee shall

<PAGE>

                                                                  EXHIBIT (2)(b)

constitute a quorum for the transaction of business at any meeting of the
Executive Committee. The act of a majority of the committee members present at a
meeting shall be the act of such committee. The Board of Directors may designate
a chairman of any committee, and such chairman or any two members of any
committee (if there are at least two members of the committee) may fix the time
and place of its meeting unless the Board shall otherwise provide. In the
absence of any member of any such committee, the members thereof present at any
meeting, whether or not they constitute a quorum, may appoint another Director
to act in the place of such absent member. Each committee shall keep minutes of
its proceedings.

         Section 4. Telephone Meetings. Members of a committee of the Board of
Directors may participate in a meeting by means of a conference telephone or
similar communications equipment if all persons participating in the meeting can
hear each other at the same time; provided that no such meeting by conference
telephone or similar communications equipment may be held for the purpose of
voting to approve or continue any investment advisory contract pursuant to
Section 15 of the Investment Company Act. Participation in a meeting by these
means constitutes presence in person at the meeting.

<PAGE>

                                                                  EXHIBIT (2)(b)

         Section 5. Informal Action by Committees. Any action required or
permitted to be taken at any meeting of a committee of the Board of Directors
may be taken without a meeting, if a consent in writing to such action is signed
by each member of the committee and such written consent is filed with the
minutes of proceedings of such committee; provided that no such action by
written consent may be taken to approve or continue an investment advisory
contract pursuant to Section 15 of the Investment Company Act.

         Section 6. Vacancies. Subject to the provisions hereof, the Board of
Directors shall have the power at any time to change the membership of any
committee, to fill all vacancies, to designate alternate members to replace any
absent or disqualified member or to dissolve any such committee.

                                    ARTICLE V

                                    Officers

         Section 1. General Provisions. The officers of the Corporation shall
include a Chief Executive Officer, a President, a Secretary and a Treasurer and
may include a Chairman of the Board, a Vice Chairman of the Board, one or more
Vice Presidents, a Chief Operating Officer, a Chief Financial Officer, one or
more Assistant Secretaries and one or more Assistant Treasurers. In

<PAGE>

                                                                  EXHIBIT (2)(b)

addition, the Board of Directors may from time to time appoint such other
officers with such powers and duties as they shall deem necessary or desirable.
The officers of the Corporation shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of stockholders, except that the Chief Executive Officer may appoint one
or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as may be convenient. Each officer shall hold office
until his or her successor is elected and qualifies or until his or her death,
resignation or removal in the manner hereinafter provided. Any two or more
offices except President and Vice President may be held by the same person. In
its discretion, the Board of Directors may leave unfilled any office except that
of President, Treasurer and Secretary. Election of an officer or agent shall not
of itself create contract rights between the Corporation and such officer or
agent.

         Section 2. Removal and Resignation. Any officer or agent of the
Corporation may be removed by the Board of Directors if in its judgment the best
interests of the Corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. Any

<PAGE>

                                                                  EXHIBIT (2)(b)

officer of the Corporation may resign at any time by giving written notice of
his or her resignation to the Board of Directors, the Chairman of the Board, the
President or the Secretary. Any resignation shall take effect at any time
subsequent to the time specified therein or, if the time when it shall become
effective is not specified therein, immediately upon its receipt. The acceptance
of a resignation shall not be necessary to make it effective unless otherwise
stated in the resignation. Such resignation shall be without prejudice to the
contract rights, if any, of the Corporation.

         Section 3. Vacancies. A vacancy in any office may be filled by the
Board of Directors for the balance of the term.

         Section 4. Chairman of the Board. The Board of Directors shall
designate a Chairman of the Board. The Chairman of the Board shall preside over
the meetings of the Board of Directors and of the stockholders at which he or
she shall be present. The Chairman of the Board shall perform such other duties
as may be assigned to him or her by the Board of Directors.

         Section 5. Chief Executive Officer. The Board of Directors may
designate a Chief Executive Officer. In the absence of such designation, the
Chairman of the Board shall be the Chief Executive Officer of the Corporation.
The Chief

<PAGE>

                                                                  EXHIBIT (2)(b)

Executive Officer shall have general responsibility for implementation
of the policies of the Corporation, as determined by the Board of Directors, and
for the management of the business and affairs of the Corporation. He or she may
execute any deed, mortgage, bond, contract or other instrument, except in cases
where the execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Corporation
or shall be required by law to be otherwise executed.

         Section 6. President. The President shall have the responsibilities and
duties as set forth by the Board of Directors or, in the event that the offices
of Chief Executive Officer and President are not held by the same person, the
Chief Executive Officer.

         Section 7. Chief Operating Officer. The Board of Directors may
designate a Chief Operating Officer. The Chief Operating Officer shall have the
responsibilities and duties as set forth by the Board of Directors or the Chief
Executive Officer.

         Section 8. Chief Financial Officer. The Board of Directors may
designate a Chief Financial Officer. The Chief Financial Officer shall have the
responsibilities and duties as

<PAGE>

                                                                  EXHIBIT (2)(b)

set forth by the Board of Directors or the Chief Executive Officer.

         Section 9. Vice Presidents. In the absence of the Chief Executive
Officer and the President or in the event of a vacancy in such office, the Vice
President (or in the event there be more than one Vice President, the Vice
Presidents in the order designated at the time of their election or, in the
absence of any designation, then in the order of their election) shall perform
the duties of the Chief Executive Officer and the President and when so acting
shall have all the powers of and be subject to all the restrictions upon the
Chief Executive Officer and the President; and shall perform such other duties
as from time to time may be assigned to him by the President or by the Board of
Directors. The Board of Directors or the Chief Executive Officer may designate
one or more Vice Presidents as executive Vice President or as Vice President for
particular areas of responsibility.

         Section 10. Secretary. The Secretary shall (a) keep the minutes of the
proceedings of the stockholders, the Board of Directors and committees of the
Board of Directors in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these Bylaws or

<PAGE>

                                                                  EXHIBIT (2)(b)

as required by law; (c) be custodian of the corporate records and of the seal of
the Corporation; (d) keep a register of the post office address of each
stockholder which shall be furnished to the Secretary by such stockholder; (e)
have general charge of the share transfer books of the Corporation; and (f) in
general perform such other duties as from time to time may be assigned to him by
the Chief Executive Officer, the President or by the Board of Directors.

         Section 11. Treasurer. The Treasurer shall have the custody of the
funds and securities of the Corporation and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors.

         The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and Board of Directors, at the
regular meetings of the Board of Directors or whenever it may so require, an
account of all his or her transactions as Treasurer and of the financial
condition of the Corporation.

<PAGE>

                                                                  EXHIBIT (2)(b)

         If required by the Board of Directors, the Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his or her office and for the restoration to the Corporation, in case
of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, moneys and other property of whatever kind in his or
her possession or under his or her control belonging to the Corporation.

         Section 12. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries and Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary or Treasurer, respectively,
or by the Chief Executive Officer or the Board of Directors. The Assistant
Treasurers shall, if required by the Board of Directors, give bonds for the
faithful performance of their duties in such sums and with such surety or
sureties as shall be satisfactory to the Board of Directors.

                  Section 13. Salaries. The salaries and other compensation of
the officers shall be fixed from time to time by the Board of Directors and no
officer shall be prevented from receiving such salary or other compensation by
reason of the fact that he or she is also a director.

<PAGE>

                                                                  EXHIBIT (2)(b)

                                   ARTICLE VI

                      Contracts, Loans, Checks and Deposits

         Section 1. Contracts. The Board of Directors may authorize any
officer or agent to enter into any contract or to execute and deliver any
instrument in the name of and on behalf of the Corporation and such authority
may be general or confined to specific instances. Any agreement, deed, mortgage,
lease or other document executed by one or more of the directors or by an
authorized person shall be valid and binding upon the Board of Directors and
upon the Corporation when authorized or ratified by action of the Board of
Directors.

         Section 2. Checks and Drafts. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or agent of the
Corporation in such manner as shall from time to time be determined by the Board
of Directors.

         Section 3. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may designate.

                                   ARTICLE VII

<PAGE>

                                                                  EXHIBIT (2)(b)

                                      Stock

         Section 1. Certificates for Shares. Each stockholder shall be entitled
to a certificate or certificates which shall represent and certify the number of
shares of each class of stock held by him in the Corporation. Each certificate
shall be signed by the Chief Executive Officer, the President or a Vice
President and countersigned by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer and may be sealed with the seal, if any, of
the Corporation. The signatures may be either manual or facsimile. Certificates
shall be consecutively numbered; and if the Corporation shall, from time to
time, issue several classes of stock, each class may have its own number series.
A certificate is valid and may be issued whether or not an officer who signed it
is still an officer when it is issued. Each certificate representing shares
which are restricted as to their transferability or voting powers, which are
preferred or limited as to their dividends or as to their allocable portion of
the assets upon liquidation or which are redeemable at the option of the
Corporation, shall have a statement of such restriction, limitation, preference
or redemption provision, or a summary thereof, plainly stated on the
certificate. If the Corporation has authority to issue stock of more than one
class, the certificate shall contain on the face or back a full statement or

<PAGE>

                                                                  EXHIBIT (2)(b)

summary of the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption of each
class of stock and, if the Corporation is authorized to issue any preferred or
special class in series, the differences in the relative rights and preferences
between the shares of each series to the extent they have been set and the
authority of the Board of Directors to set the relative rights and preferences
of subsequent series. In lieu of such statement or summary, the certificate may
state that the Corporation will furnish a full statement of such information to
any stockholder upon request and without charge. If any class of stock is
restricted by the Corporation as to transferability, the certificate shall
contain a full statement of the restriction or state that the Corporation will
furnish information about the restrictions to the stockholder on request and
without charge.

                  Section 2. Transfers of Shares. Shares of the Corporation
shall be transferable on the books of the Corporation by the holder thereof in
person or by the person's duly authorized attorney or legal representative, upon
surrender and cancellation of certificates, if any, for the same number of
shares, duly endorsed or accompanied by proper instruments of assignment and
transfer, with such proof of the authenticity of

<PAGE>

                                                                  EXHIBIT (2)(b)

the signature as the Corporation or its agents may reasonably require; in the
case of shares not represented by certificates, the same or similar requirements
may be imposed by the Board of Directors. The Corporation shall be entitled to
treat the holder of record of any share of stock as the holder in fact thereof
and, accordingly, shall not be bound to recognize any equitable or other claim
to or interest in such share or on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Maryland.

         Notwithstanding the foregoing, transfers of shares of any class of
stock will be subject in all respects to the charter of the Corporation and all
of the terms and conditions contained therein.

         Section 3. Stock Ledgers. An original or duplicate stock ledger of the
Corporation, containing the names and addresses of the stockholders and the
number of shares held by them respectively, shall be maintained 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. Lost, Stolen or Destroyed Certificates. Any officer
designated by the Board of Directors may direct a new certificate to be issued
in place of any certificate previously

<PAGE>

                                                                  EXHIBIT (2)(b)

issued by the Corporation alleged to have been lost, stolen or destroyed upon
the making of an affidavit of that fact by the person claiming the certificate
to be lost, stolen or destroyed. When authorizing the issuance of a new
certificate, an officer designated by the Board of Directors may, in his or her
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or the owner's legal
representative to advertise the same in such manner as he or she shall require
and/or to give bond, with sufficient surety, to the Corporation to indemnify it
against any loss or claim which may arise as a result of the issuance of a new
certificate.

         Section 5. Closing of Transfer Books or Fixing of Record Date. The
Board of Directors may set, in advance, a record date for the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders or determining stockholders entitled to receive payment of any
dividend or the allotment of any other rights, or in order to make a
determination of stockholders for any other proper purpose. Such date, in any
case, shall not be prior to the close of business on the day the record date is
fixed and shall be not more than 90 days and, in the case of a meeting of
stockholders, not less than ten days, before the date on which the meeting or

<PAGE>

                                                                  EXHIBIT (2)(b)

particular action requiring such determination of stockholders of record is to
be held or taken.

         In lieu of fixing a record date, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not longer
than 20 days. If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten days before the date
of such meeting.

         If no record date is fixed and the stock transfer books are not closed
for the determination of stockholders, (a) the record date for the determination
of stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day on which the notice of meeting is
mailed or the 30th day before the meeting, whichever is the closer date to the
meeting, and (b) the record date for the determination of stockholders entitled
to receive payment of a dividend or an allotment of any other rights shall be
the close of business on the day on which the resolution of the directors,
declaring the dividend or allotment of rights, is adopted.

         When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment

<PAGE>

                                                                  EXHIBIT (2)(b)

thereof, except when (i) the determination has been made through the closing of
the transfer books and the stated period of closing has expired or (ii) the
meeting is adjourned to a date more than 120 days after the record date fixed
for the original meeting, in either of which case a new record date shall be
determined as set forth herein.

         Section 6. Fractional Stock; Issuance of Units. The Board of Directors
may issue fractional stock or provide for the issuance of scrip, all on such
terms and under such conditions as they may determine. Notwithstanding any other
provision of the charter or these Bylaws, the Board of Directors may issue units
consisting of different securities of the Corporation. Any security issued in a
unit shall have the same characteristics as any identical securities issued by
the Corporation, except that the Board of Directors may provide that for a
specified period securities of the Corporation issued in such unit may be
transferred on the books of the Corporation only in such unit.

                                  ARTICLE VIII

                                 Corporate Seal

         Section 1. In General. The Board of Directors may provide for a
suitable corporate seal, in such form and bearing such inscriptions as it may
determine.

<PAGE>

                                                                  EXHIBIT (2)(b)

         Section 2. Affixing Seal. Whenever the Corporation is permitted or
required to affix its seal to a document, it shall be sufficient to meet the
requirements of any law, rule or regulation relating to a seal to place the word
"(SEAL)" adjacent to the signature of the person authorized to execute the
document on behalf of the Corporation.

                                   ARTICLE IX

                                   Fiscal Year

                  The Board of Directors shall have the power, from time to
time, to fix the fiscal year of the Corporation by a duly adopted resolution.

                                    ARTICLE X

                                  Distributions

         Section 1. Authorization. Dividends and other distributions upon the
stock of the Corporation may be authorized by the Board of Directors, subject to
the provisions of law and the charter of the Corporation. Dividends and other
distributions may be paid in cash, property or stock of the Corporation, subject
to the provisions of law and the charter.

         Section 2. Contingencies. Before payment of any dividends or other
distributions, there may be set aside out of any assets of the Corporation
available for dividends or other

<PAGE>

                                                                  EXHIBIT (2)(b)

distributions such sum or sums as the Board of Directors may from time to time,
in its absolute discretion, think proper as a reserve fund for contingencies,
for equalizing dividends or other distributions, for repairing or maintaining
any property of the Corporation or for such other purpose as the Board of
Directors shall determine to be in the best interest of the Corporation, and the
Board of Directors may modify or abolish any such reserve in the manner in which
it was created.

                                   ARTICLE XI

                                Waiver of Notice

         Whenever any notice is required to be given pursuant to the charter of
the Corporation or these Bylaws or pursuant to applicable law, a waiver thereof
in writing, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice. Neither the business to be transacted at nor the purpose
of any meeting need be set forth in the waiver of notice, unless specifically
required by statute. The attendance of any person at any meeting shall
constitute a waiver of notice of such meeting, except where such person attends
a meeting for the express purpose of objecting to the transaction of any
business

<PAGE>

                                                                  EXHIBIT (2)(b)

on the ground that the meeting is not lawfully called or convened.

                                   ARTICLE XII

                                 Indemnification

         The Corporation shall indemnify to the fullest extent permitted by law
(including the Investment Company Act) as currently in effect or as the same may
hereafter be amended, any person made or threatened to be made a party to any
action, suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person or such person's testator
or intestate is or was a director or officer of the Corporation or serves or
served at the request of the Corporation any other enterprise as a director or
officer. To the fullest extent permitted by law (including the Investment
Company Act) as currently in effect or as the same may hereafter be amended,
expenses incurred by any such person in defending any such action, suit or
proceeding shall be paid or reimbursed by the Corporation promptly upon receipt
by it of an undertaking of such person to repay such expenses if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Corporation. The rights provided to any person by this

<PAGE>

                                                                  EXHIBIT (2)(b)

Article XII shall be enforceable against the Corporation by such person who
shall be presumed to have relied upon it in serving or continuing to serve as a
director or officer as provided above. No amendment of this Article XII shall
impair the rights of any person arising at any time with respect to events
occurring prior to such amendment. For purposes of this Article XII, the term
"Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent) absorbed by
the Corporation in a consolidation or merger; the term "other enterprise" shall
include any corporation, partnership, joint venture, trust or employee benefit
plan; service "at the request of the Corporation" shall include service as a
director or officer of the Corporation which imposes duties on, or involves
services by, such director or officer with respect to an employee benefit plan,
its participants or beneficiaries; any excise taxes assessed on a person with
respect to an employee benefit plan shall be deemed to be indemnifiable
expenses; and action by a person with respect to any employee benefit plan which
such person reasonably believes to be in the interest of the participants and
beneficiaries of such plan shall be deemed to be action not opposed to the best
interests of the Corporation.

<PAGE>

                                                                  EXHIBIT (2)(b)

                                  ARTICLE XIII

                                    Custodian

                  Section 1. In General. The Corporation shall have as custodian
or custodians (including any sub-custodian) one or more trust companies or banks
of good standing which shall conform to the requirements of Section 17(f) of the
Investment Company Act and the rules promulgated thereunder. To the extent
required by the Investment Company Act and the rules promulgated thereunder, the
funds and securities held by the Corporation shall be kept in the custody of one
or more such custodians (and any sub-custodian), provided such custodian or
custodians (and any sub-custodian) can be found ready and willing to act.

         Section 2. Resignation, Change or Inability to Serve. The Corporation
shall upon the resignation, change or inability to serve of its custodian (and
any sub-custodian):

               (i) in case of such resignation or inability to serve, use its
      best efforts to obtain a successor custodian;

               (ii) require that the cash and securities owned by the
      Corporation be delivered directly to the successor custodian; and

               (iii) in the event that no successor custodian can be found,
      submit to the stockholders

<PAGE>

                                                                  EXHIBIT (2)(b)

      before permitting delivery of the cash and securities owned by the
      Corporation otherwise than to a successor custodian, the question whether
      or not this Corporation shall be liquidated or shall function without a
      custodian.

                                   ARTICLE XIV

                               Amendment of Bylaws

         The Bylaws of the Corporation may be altered, amended, added to or
repealed by a majority vote of the entire Board of Directors; the power to
alter, amend, add to or repeal the Bylaws is vested exclusively in the Board of
Directors.

</TEXT>
</DOCUMENT>
