EX-99.77Q1 OTHR EXHB 3 bylaws77q1.htm EEA BYLAWS

Unassociated Document

                                                                 Exhibit 77Q1(a)

                         The European Equity Fund, Inc.

                            (a Maryland corporation)

                                     Bylaws

                   (Amended and Restated as of July 21, 2008)

                                    ARTICLE I

                                     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 transaction of any business
within the powers of the Corporation shall be held on a date and time set by the
Board of Directors each year and stated in the notice of the meeting.

Section 3. Special Meetings. (a) General. The President, Chief Executive Officer
or Board of Directors may call a special meeting of the stockholders. Subject to
subsection (b) of this Section 3, a special meeting of stockholders shall also
be called by the Secretary of the Corporation upon the written request of the
stockholders entitled to cast not less than a majority of all the votes entitled
to be cast at such meeting.

(b) Stockholder Requested Special Meetings. (1) Any stockholder of record
seeking to have stockholders request a special meeting shall, by sending written
notice to the Secretary (the "Record Date Request Notice") by registered mail,
return receipt requested, request the Board of Directors to fix a record date to
determine the stockholders entitled to request a special meeting (the "Request
Record Date"). The Record Date Request Notice shall set forth the purpose of the
meeting and the matters 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

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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

                                       -3-

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
not a Business Day (as defined below), on the first preceding Business Day; and
provided further that in the event that the Board of Directors fails to
designate a place for a Stockholder Requested Meeting within ten days after the
Delivery Date, then such meeting shall be held at the principal executive
offices of the Corporation. In fixing a date for any special meeting, the
President, Chief Executive Officer or Board of Directors may consider such
factors as he, she or it deems relevant within the good faith exercise of
business judgment,

                                       -4-

including, without limitation, the nature of the matters to be considered, the
facts and circumstances surrounding any request for meeting and any plan of the
Board of Directors to call an annual meeting or a special meeting. In the case
of any Stockholder Requested Meeting, if the Board of Directors fails to fix a
Meeting Record Date that is a date within 30 days after the Delivery Date, then
the close of business on the 30th day after the Delivery Date shall be the
Meeting Record Date.

(5) If at any time as a result of written revocations of
requests for the special meeting, stockholders of record (or their duly
authorized agents) as of the Request Record Date entitled to cast less than the
Special Meeting Percentage 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

                                       -5-

and (ii) such date as the independent inspectors certify to the Corporation that
the valid requests received by the Secretary represent at least a majority of
the issued and outstanding shares of stock that would be entitled to vote at
such meeting. Nothing contained in this paragraph (6) shall in any way be
construed to suggest or imply that the Corporation or any stockholder shall not
be entitled to contest the validity of any request, whether during or after such
five Business Day period, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any litigation with
respect thereto, and the seeking of injunctive relief in such litigation).

(7) For purposes of these Bylaws, "Business Day" shall mean any day other than a
Saturday, a Sunday or a day on which banking institutions in the State of 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

                                       -6-

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

                                       -7-

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

                                       -8-

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 specified stock in place of the stockholder who makes the certification.

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

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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

                                      -10-

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. (a) Annual
Meetings of Stockholders. (1) Nominations of persons for election to the Board
of Directors and the proposal of business to be considered by the stockholders
may be made at an annual meeting of stockholders (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) by any stockholder of the Corporation who was a stockholder
of record both at the time of giving of notice provided for in this Section
13(a) and at the time of the annual meeting, who is entitled to vote at the
meeting and who complied with the notice procedures set forth in this Section
13(a).

(2) For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this
Section 13, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation and such other business must otherwise be a
proper matter for action by the stockholders. To 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

                                      -11-

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 is otherwise required, in each case
pursuant to Regulation 14A (or any successor provision) under the Exchange Act
or pursuant to the Investment Company Act and the rules thereunder (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected), and (D) a statement specifying which
of clauses (1)-(7) of the definition of "Relevant Experience and Country
Knowledge" in Article III, Section 3 of the Bylaws the person being nominated
satisfies,

                                      -12-

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

(3) Notwithstanding anything in this subsection (a) of this Section 13 to the
contrary, in the event the Board of Directors increases or decreases the maximum
or minimum number of directors in accordance with Article III, Section 2 of
these Bylaws, and there is no public announcement of such action at least 100
days prior to the first anniversary of the date of mailing of the preceding
year's annual meeting, a stockholder's notice required by this Section 13(a)
shall also be 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

                                      -13-

than the close of business on the tenth day following the day on which such
public announcement is first made by the Corporation.

(b) Special Meetings of  Stockholders. Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected (i) pursuant to the Corporation's notice of meeting,
(ii) by or at the direction of the Board of Directors or (iii) provided that the
Board of Directors has determined that directors shall be elected at such
special meeting, by any stockholder of the Corporation who is a stockholder of
record both at the time of giving of notice provided for in this Section 13 and
at the time of the special meeting, who is entitled to vote at the meeting and
who complied with the notice procedures set forth in this Section 13. In the
event the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a 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

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announcement of a postponement or adjournment of a special meeting commence a
new time period for the giving of a stockholder's notice as described above.

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

	(2) For purposes of this Section 13, (a) the "date of mailing of the notice"
shall mean the date of the proxy statement for the solicitation of proxies for
election of directors and (b) "public announcement" shall mean disclosure (i) in
a press release reported by the Dow Jones News Service, Associated Press or
comparable news service or (ii) in a document publicly filed by the Corporation
with the Securities and Exchange Commission pursuant to the Exchange Act or the
Investment Company Act.

	(3) Notwithstanding the foregoing provisions of this
Section 13, a stockholder shall also comply with all applicable requirements of
state law and of the Exchange Act and the Investment Company Act and the rules
and regulations thereunder with respect to the matters set forth in this Section
13. Nothing in this Section 13 shall be deemed to affect any right of
stockholders to request inclusion of proposals in, nor the

                                      -15-

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

                                      -16-

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

                                      -17-

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,

                                      -18-

     (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,
                                      -19-

      (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.

                                      -20-

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,

                                      -21-

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
                                      -22-

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.

                                      -23-

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

                                      -24-

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

                                      -25-

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

                                      -26-

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.

                                      -27-

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.

                                      -28-

                                   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

                                      -29-

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 will furnish a full statement of such information to
any stockholder upon request and without charge. If any class of stock is
restricted by the Corporation as to transferability, the certificate shall
contain a full statement of the restriction or state that the Corporation will
furnish information about the restrictions to the stockholder on request and
without charge.

                                      -30-

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

                                      -31-

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.

                                      -32-

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.

                                      -33-

                                  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,

                                      -34-

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

                                      -35-

enterprise as a director or officer. To the fullest extent permitted by law
(including the Investment Company Act) as currently in effect or as the same may
hereafter be amended, expenses incurred by any such person in defending any such
action, suit or proceeding shall be paid or reimbursed by the Corporation
promptly upon receipt by it of an undertaking of such person to repay such
expenses if it shall ultimately be determined that such person is not entitled
to be indemnified by the Corporation. The rights provided to any person by this
Article XII shall be enforceable against the Corporation by such person who
shall be presumed to have relied upon it in serving or continuing to serve as a
director or officer as provided above. No amendment of this Article XII shall
impair the rights of any person arising at any time with respect to events
occurring prior to such amendment. For purposes of this Article XII, the term
"Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent) absorbed by
the Corporation in a consolidation or merger; the term "other enterprise" shall
include any corporation, partnership, joint venture, trust or employee benefit
plan; service "at the request of the Corporation" shall include service as a
director or officer of the Corporation which imposes duties on, or involves
services by, such director or officer with respect to an employee benefit plan,
its participants or beneficiaries; any excise taxes assessed on a person with
respect to an employee benefit plan shall be deemed to be indemnifiable
expenses; and action by a person with respect to any employee benefit plan which
such person reasonably believes to be in the interest of the participants and
beneficiaries of such plan shall be deemed to be action not opposed to the best
interests of the Corporation.

                                      -36-

                                  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.

                                      -37-

                                   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.

                                      -38-