-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
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<SEC-DOCUMENT>0001325358-06-000462.txt : 20060829
<SEC-HEADER>0001325358-06-000462.hdr.sgml : 20060829
<ACCEPTANCE-DATETIME>20060829171821
ACCESSION NUMBER:		0001325358-06-000462
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20060630
FILED AS OF DATE:		20060829
DATE AS OF CHANGE:		20060829
EFFECTIVENESS DATE:		20060829

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EUROPEAN EQUITY FUND, INC / MD
		CENTRAL INDEX KEY:			0000791718
		IRS NUMBER:				133354384
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04632
		FILM NUMBER:		061063326

	BUSINESS ADDRESS:	
		STREET 1:		345 PARK AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10154
		BUSINESS PHONE:		800-437-6269

	MAIL ADDRESS:	
		STREET 1:		345 PARK AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10154

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GERMANY FUND INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answer.fil
<DESCRIPTION>MAIN DOCUMENT
<TEXT>
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001 B000000 811-04632
001 C000000 8004376269
002 A000000 345 Park Ave
002 B000000 New York
002 C000000 NY
002 D010000 10154
002 E010000 US
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
007 B000000 0
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008 B000001 S
008 C000001 801-20289
008 D010001 FRANKFURT
008 D050001 GERMANY
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008 A000002 DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
008 B000002 A
008 C000002 801-252
008 D010002 NEW YORK
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010 A000001 INVESTORS BANK & TRUST COMPANY
010 B000001 84-5987
010 C010001 Boston
010 C020001 MA
010 C030001 02116
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012 C030001 02116
013 A000001 PRICEWATERHOUSECOOPERS LLP
013 B010001 NEW YORK
013 B020001 NY
013 B030001 10017
014 A000001 BT Opera Trading S.A.
014 B000001 8-00000
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014 B000002 8-00000
014 A000003 Deutsche Securities Australia Limited
014 B000003 8-00000
014 A000004 DB Securities S.A.
014 B000004 8-00000
014 A000005 DB UK Bank Limited
014 B000005 8-00000
014 A000006 K&N Kenanga Holdings Bhd
014 B000006 8-00000
014 A000007 Kenanga Deutsche Futures Sdn Bhd
014 B000007 8-00000
014 A000008 Creditex, Inc
014 B000008 8-00000
014 A000009 Mizuho Corporate Bank (Germany) AG
014 B000009 8-00000
014 A000010 Deutsche Bank Securities Inc.
014 B000010 8-017822
014 A000011 AO DB Securities (Kazakhstan)
014 B000011 8-00000
014 A000012 PT. Deutsche Securities Indonesia
014 B000012 8-00000
014 A000013 PT. Deutsche Vendnana Indonesia
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014 B000014 8-00000
014 A000015 YIELDBROKER PTY LTD
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014 B000016 8-00000
014 A000017 Deutsche Bank AG, Filiale Colombo- Foreign Currency Banking Unit
014 B000017 8-00000
014 A000018 Deutsche Bank AG, Filiale Auckland
014 B000018 8-00000
014 A000019 Deutsche Bank AG, Filiale Bangalore
014 B000019 8-00000
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014 B000020 8-00000
014 A000021 Deutsche Bank AG, Filiale Chennai
014 B000021 8-00000
014 A000022 Deutsche Bank AG, Filiale Colombo
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014 A000023 Deutsche Bank AG, Filiale Helsinki
014 B000023 8-00000
014 A000024 Deutsche Bank AG, Filiale Manila
014 B000024 8-00000
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014 B000025 8-00000
014 A000026 Deutsche Bank AG, Filiale New Delhi
014 B000026 8-00000
014 A000027 Deutsche Bank AG, Filiale Prag
014 B000027 8-00000
014 A000028 Deutsche Bank AG, Filiale Stockholm
014 B000028 8-00000
014 A000029 Deutsche Bank AG, Filiale Zurich
014 B000029 8-00000
014 A000030 DB Equity Limited
014 B000030 8-00000
014 A000031 DB Forex Corporation
014 B000031 8-00000
014 A000032 Deutsche Bank Securities Inc., Atlanta
014 B000032 8-00000
014 A000033 Deutsche Bank Securities Inc., Baltimore
014 B000033 8-00000
014 A000034 Deutsche Bank Securities Inc., Boston
014 B000034 8-00000
014 A000035 Deutsche Bank Securities Inc., Chicago
014 B000035 8-00000
014 A000036 Deutsche Bank Securities Inc., Dallas
014 B000036 8-00000
014 A000037 Deutsche Bank Securities Inc., Greenwich
014 B000037 8-00000
014 A000038 Deutsche Bank Securities Inc., Houston
014 B000038 8-00000
014 A000039 Deutsche Bank Securities Inc., Los Angeles
014 B000039 8-00000
014 A000040 Deutsche Bank Securities Inc., Palm Beach
014 B000040 8-00000
014 A000041 Deutsche Bank Securities Inc., Philadelphia
014 B000041 8-00000
014 A000042 Deutsche Bank Securities Inc., San Francisco
014 B000042 8-00000
014 A000043 Deutsche Bank Securities Inc., Winston-Salem
014 B000043 8-00000
014 A000044 Deutsche Bank Corretora de Valores SA
014 B000044 8-00000
014 A000045 ZAO Kapitalneft
014 B000045 8-00000
014 A000046 Deutsche Canada Investor Services Co.
014 B000046 8-00000
014 A000047 Deutsche Bank Securities Limited
014 B000047 8-00000
014 A000048 Deutsche Bank Societa di Intermediazione Mobilaire S.P.A.
014 B000048 8-00000
014 A000049 Deutsche Bank Societa per Azioni
014 B000049 8-00000
014 A000050 Deutsche Capital Markets Australia Limited
014 B000050 8-00000
014 A000051 Deutsche Equities India Private Limited
014 B000051 8-00000
014 A000052 Deutsche Regis Partners Inc
014 B000052 8-00000
014 A000053 Deutsche Securities (proprietary) Limited
014 B000053 8-00000
014 A000054 Deutsche Securities Limited
014 B000054 8-00000
014 A000055 Deutsche Securities Australia Limited
014 B000055 8-00000
014 A000056 Deutsche Securities Sociedad de Bolsa SA
014 B000056 8-00000
014 A000057 Deutsche Securities Venezuela SA
014 B000057 8-00000
014 A000058 Deutsche Securities, SA de CV Casa de Bolsa
014 B000058 8-00000
014 A000059 Deutsche Futures Singapore Pte Ltd
014 B000059 8-00000
014 A000060 DeAM Investor Services, Inc.
014 B000060 8-00000
014 A000061 Deutsche AlAzizia Financial Services
014 B000061 8-00000
014 A000062 Deutsche Bank Securities, Inc.
014 B000062 8-00000
014 A000063 Deutsche Bank Securities, Inc., 280 Park Avenue Branch
014 B000063 8-00000
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014 B000064 8-00000
014 A000065 Deutsche Securities Asia Limited
014 B000065 8-00000
014 A000066 Deutsche Bank Securities, Inc. Denver Branch
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014 A000067 Deutsche Securities Asia Limited Singapore
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014 A000068 Deutsche Securities Asia Limited Taipei
014 B000068 8-00000
014 A000069 Deutsche Securities Corredores de Bolsa Ltda
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014 A000070 Deutsche Securities Korea Co
014 B000070 8-00000
014 A000071 Deutsche Securities New Zealand Limited
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014 A000072 Deutsche Securities Sociedad de Bolsa SA
014 B000072 8-00000
014 A000073 Deutsche Bank Securities Inc., District of Columbia Branch
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014 A000074 OOO "Deutsche Bank"
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014 A000075 DMG & Partners Securities Pte Ltd
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014 A000076 Deutsche Securities Israel Ltd
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014 A000077 Deutsche Bank AG, Filiale Riad
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014 A000078 Deutsche Bank Zartkoruen Mukodo Reszvenytarsasag
014 B000078 8-0000
014 A000079 Deutsche Securities Limited
014 B000079 8-0000
014 A000080 DWS Scudder Distributors, Inc.
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014 A000081 P.A.S. Pro Active Sales S.A.
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014 A000082 U.F.G.I.S. Capital Management Limited
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014 A000083 U.F.G.I.S. Structured Holdings Limited
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014 A000084 U.F.G.I.S. Trading Limited
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014 A000085 Zao United Financial Group
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014 A000086 Deutsche Securiteis, Sociedad de Valores y Bolsa, S.A.
014 B000086 8-0000
015 A000001 Citibank, N.A.
015 B000001 S
015 C010001 .
015 D010001 Argentina
015 E040001 X
015 A000002 National Australia Bank Ltd.
015 B000002 S
015 C010002 .
015 D010002 Australia
015 E040002 X
015 A000003 Bank Austria Creditanstalt (HVB Bank)
015 B000003 S
015 C010003 .
015 D010003 Austria
015 E040003 X
015 A000004 Standard Chartered Bank
015 B000004 S
015 C010004 .
015 D010004 Bangladesh
015 E040004 X
015 A000005 BNP Paribas
015 B000005 S
015 C010005 .
015 D010005 Belgium
015 E040005 X
015 A000006 Bank of Bermuda Limited
015 B000006 S
015 C010006 .
015 D010006 Bermuda
015 E040006 X
015 A000007 Barclays Bank of Botswana
015 B000007 S
015 C010007 .
015 D010007 Botswana
015 E040007 X
015 A000008 BankBoston Brazil
015 B000008 S
015 C010008 .
015 D010008 Brazil
015 E040008 X
015 A000009 HVB Bank Biochim
015 B000009 S
015 C010009 .
015 D010009 Bulgaria
015 E040009 X
015 A000010 Citibank, Chile
015 B000010 S
015 C010010 .
015 D010010 Chile
015 E040010 X
015 A000011 Standard Chartered Bank
015 B000011 S
015 C010011 .
015 D010011 China-Shanghai
015 E040011 X
015 A000012 Clearstream
015 B000012 S
015 C010012 .
015 D010012 Clearstream
015 E040012 X
015 A000013 Cititrust Colombia S.A.
015 B000013 S
015 C010013 .
015 D010013 Colombia
015 E040013 X
015 A000014 Banco BCT S.A.
015 B000014 S
015 C010014 .
015 D010014 Costa Rica
015 E040014 X
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015 B000015 S
015 C010015 .
015 D010015 Czech Republic
015 E040015 X
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015 B000016 S
015 C010016 .
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015 E040016 X
015 A000017 Hansabank
015 B000017 S
015 C010017 .
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015 E040017 X
015 A000018 SEB
015 B000018 S
015 C010018 .
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015 E040018 X
015 A000019 BNP Paribas
015 B000019 S
015 C010019 .
015 D010019 France
015 E040019 X
015 A000020 Barclays Bank of Ghana
015 B000020 S
015 C010020 .
015 D010020 Ghana
015 E040020 X
015 A000021 BNP Paribas
015 B000021 S
015 C010021 .
015 D010021 Greece
015 E040021 X
015 A000022 HVB Bank
015 B000022 S
015 C010022 .
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015 E040022 X
015 A000023 Arion Custody Services (subsidiary of Kaupthi
015 B000023 S
015 C010023 .
015 D010023 Iceland
015 E040023 X
015 A000024 Standard Chartered Grindlays Bank, Mumbai
015 B000024 S
015 C010024 .
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015 E040024 X
015 A000025 Standard Chartered Bank
015 B000025 S
015 C010025 .
015 D010025 Indonesia
015 E040025 X
015 A000026 Bank of Ireland
015 B000026 S
015 C010026 .
015 D010026 Ireland
015 E040026 X
015 A000027 Bank Hapoalim
015 B000027 S
015 C010027 .
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015 E040027 X
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015 B000028 S
015 C010028 .
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015 E040028 X
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015 B000029 S
015 C010029 .
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015 E040029 X
015 A000030 HSBC
015 B000030 S
015 C010030 .
015 D010030 Jordan
015 E040030 X
015 A000031 Barclays Bank Kenya
015 B000031 S
015 C010031 .
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015 B000032 S
015 C010032 .
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015 E040032 X
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015 B000033 S
015 C010033 .
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015 C010034 .
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015 E040034 X
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015 B000035 S
015 C010035 .
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015 C010036 .
015 D010036 Malaysia
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015 C010037 .
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015 E040037 X
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015 B000038 S
015 C010038 .
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015 E040038 X
015 A000039 Fortis Bank
015 B000039 S
015 C010039 .
015 D010039 Netherlands
015 E040039 X
015 A000040 National Nominees Ltd.
015 B000040 S
015 C010040 .
015 D010040 New Zealand
015 E040040 X
015 A000041 Standard Chartered Bank
015 B000041 S
015 C010041 .
015 D010041 Pakistan
015 E040041 X
015 A000042 Citibank Portugal S.A.
015 B000042 S
015 C010042 .
015 D010042 Portugal
015 E040042 X
015 A000043 HVB Bank
015 B000043 S
015 C010043 .
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015 E040043 X
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015 B000044 S
015 C010044 .
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015 E040044 X
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015 B000045 S
015 C010045 .
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015 E040045 X
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015 B000046 S
015 C010046 .
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015 C010049 .
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015 E040049 X
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015 C010050 .
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015 C010051 .
015 D010051 Sweden
015 E040051 X
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015 B000052 S
015 C010052 .
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015 E040052 X
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015 B000053 S
015 C010053 .
015 D010053 Taiwan
015 E040053 X
015 A000054 Standard Chartered Bank
015 B000054 S
015 C010054 .
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015 E040054 X
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015 B000055 S
015 C010055 .
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015 B000056 S
015 C010056 .
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015 E040056 X
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015 B000057 S
015 C010057 .
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015 E040057 X
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015 B000058 S
015 C010058 .
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015 E040058 X
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015 B000059 S
015 C010059 .
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015 B000060 S
015 C010060 .
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015 E040060 X
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015 B000061 S
015 C010061 .
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015 E040062 X
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015 B000064 S
015 C010064 .
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015 B000065 S
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015 E040066 X
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087 A010000 COMMON STOCK
087 A020000 298768102
087 A030000 EEA
088 A000000 N
088 B000000 N
088 C000000 N
088 D000000 Y
SIGNATURE    Paul Schubert
TITLE        Chief Financial Officer and Treasurer
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<TYPE>EX-99.77C VOTES
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<FILENAME>a77cinsertfor6-3006nsareea.htm
<DESCRIPTION>REPORT OF STOCKHOLDERS' MEETING
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Attachment Q.77C

The European Equity Fund, Inc.

Item 77C (a), (b) and (c): Registrant incorporates by reference Registrant's Proxy Statement dated May 17, 2006, filed on May 17, 2006 (Accession No. 0000891092-06-001273)


Item 77C (c):
THE EUROPEAN EQUITY FUND, INC.
REPORT OF STOCKHOLDERS' MEETING (unaudited)

The Annual Meeting of Stockholders of The European Equity Fund, Inc. was held on June 20, 2006.  At the Meeting, the following matters were voted upon by the stockholders (the resulting votes are presented below):


1. To elect four Directors to serve for a term of three years until their successors are elected and qualify.

							Number of Votes
      	-------------------------
      	For			Withheld
                ----			--------
Dr. Kurt Bock 					9,309,299 		231,688
Detlef Bierbaum 				9,306,352 		234,635
John H. Cannon 				9,292,723		248,264
Dr. Frank Tromel				9,302,154 		238,832



2. To ratify the appointment by the Audit Committee and the Board of Directors of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2006.

							Number of Votes
      	 -------------------------
   			  		For		Against	Abstain
      ---		-------	--------
					9,391,039 	101,542 	48,407



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<TYPE>EX-99.77Q1 OTHR EXHB
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<DESCRIPTION>AMENDMENT TO BYLAWS OF THE REGISTRANT
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Sub-Item 77Q1(a): Amendment to Bylaws of the Registrant

Amendment No. 23 Filed with the Securities and Exchange Commission on February 14, 2006.

Article III Section 3 was amended on January 30, 2006 by deleting the first paragraph and replacing it with the following paragraph.

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, or (d) his or her removal. To be eligible for nomination as a director a person must, at the time of such person's nomination, (a) have Relevant Experience and Country Knowledge (as defined below), (b) not have any Conflict of Interest (as defined below) and (c) not be over 72 years of age; provided that clause (c) shall not apply to any person who was a Director on October 15, 1999 or to any person whom 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 D
irector. The determination described in the previous sentence shall be made on or before the time of nomination. 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.

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Sub-Item 77Q1(a): Amendment to Articles of Incorporation and Bylaws of the Registrant

On July 14, 2006, the Board of Directors of the Registrant unanimously voted to approve amended and restated Bylaws of the Registrant which were filed as Amendment No. 24 with the Securities and Exchange Commission on July 27, 2006.

[Composite Restated Version reflecting amendments through February 14, 2006]
The European Equity Fund, Inc.

(a Maryland corporation)

Bylaws


Offices
      Section 1. Principal Office.  The principal office of The 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 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.    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 off all the votes entitled to be cast at such meeting.
            (b) Stockholder Requested Special Meetings.    Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the Secretary (the "Record Date Request Notice") by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the "Request Record Date").  The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their 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.
            (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.
            (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 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 no
t 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 Meet
ing 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 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 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 c
ontest 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 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 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 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 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 sp
ecified 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 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, 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 required to be held in accordance with the rules of parliamentary procedure.
      Section 13. Advance Notice of Stockholder Nominees for Director and Other Stockholder Proposals.    Annual Meetings of Stockholders.    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 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 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 i
s 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; (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 materi
al 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 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 D
irectors, 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 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.    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 incompliance 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.
      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.  At such time as the number of Directors first equals or exceeds three, the Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of Directors constituting the entire Board permits with the term of office of one class expiring each year.  At the annual meeting of stockholders next following such division into three classes, Directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, Directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting and Directors of the third class shall
 be elected to hold office for a term expiring at the third succeeding annual meeting.  At each annual meeting of stockholders succeeding the annual meeting of stockholders next following such division into three classes, the successors to the class of Directors whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting.
      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, or (d) his or her removal. To be eligible for nomination as a director a person must, at the time of such person's nomination, (a) have Relevant Experience and Country Knowledge (as defined below), (b) not have any Conflict of Interest (as defined below) and (c) not be over 72 years of age; provided that clause (c) shall not apply to any person who was a Director on October 15, 1999 or to any person whom 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 the time of nomination. 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: the Austrian Republic, the Kingdom of Belgium, the Republic of Finland, the French Republic, the Federal Republic of Germany, the Hellenic Republic ("Greece"), the Republic of Ireland, the Italian Republic, the Grand Duchy of Luxembourg, the Kingdom of the Netherlands, the Portuguese Republic and the Kingdom of Spain, and any other country in Europe that has adopted the Euro as its currency.
            "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 Countries 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 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,
(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.
      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 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 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 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 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. Any two members of the committee shall constitute a quorum for the transaction of business at any meeting of the 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.
      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 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 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 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 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 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.
            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.
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

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 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 wi
ll 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 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 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 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 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.
      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 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 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 Corporatio
n.  The rights provided to any person by this 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 excis
e 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.
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 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.
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