<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>amend15.txt
<DESCRIPTION>AMENDMENT TO BYLAWS(15)
<TEXT>
Sub-Item 77Q1(a): Amendment to Bylaws of the Registrant


Bylaw Amendment No. 15 - Filed with the Securities and Exchange Commission on
November 17, 2004.

Amendment to the Bylaws of the Registrant, as adopted on November 5, 2004 by the
Registrant's 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 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.

         "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

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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 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,

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

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