<DOCUMENT>
<TYPE>EX-99.2B
<SEQUENCE>2
<FILENAME>exh-cer.txt
<DESCRIPTION>AMENDMENT TO BYLAWS OF THE REGISTRANT
<TEXT>
         Article III Section 3 was amended by deleting the current Section 3 and
replacing it with the following new Section 3.

         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 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. For purposes
of the following definitions of Relevant Experience and Country Knowledge and
Conflict of Interest, the term "Specified Country" means any one or more of the
following countries: Czech Republic, Hungary, Germany, Poland or Russia.


<PAGE>

         "Relevant Experience and Country Knowledge" means experience in
business, investment, economic or political matters of a Specified Country 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:


          (1)  senior executive officer or partner of a financial or industrial
               business headquartered in a Specified Country and 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 business
               operations in a Specified Country or other European country,

          (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 one or
               more Specified Countries 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 companies in one or more Specified Counties or
               securities principally traded in one or more Specified Countries
               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
               whose principal responsibility involves or involved providing
               services involving matters relating to a Specified Country or
               other European country 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) (i) in the
               national government, a government agency or the central bank of a
               Specified Country or the United States, (ii) in a major
               supranational agency or organization of which a Specified Country
               or the United States is a member, or (iii) in a leading
               international trade organization relating to a Specified Country
               or the United


<PAGE>

               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
enterprise; and the term "investment vehicle" includes an investment vehicle
within a larger enterprise; but in each case only to the extent the unit
satisfies the revenue, asset and other requirements specified 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:

          (1)  current position (a) 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 companies in one or
               more Specified Countries or securities principally traded in
               markets of one or more Specified Countries and that does not have
               the same investment adviser as the Corporation or an investment
               adviser affiliated with an investment adviser of the Corporation,
               and (b) having direct and regular responsibilities relating to
               that investment vehicle,

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


<PAGE>

               the previous point and (b) having direct and regular
               responsibilities relating to that investment vehicle, 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.



</TEXT>
</DOCUMENT>
