<DOCUMENT>
<TYPE>EX-99.B
<SEQUENCE>3
<FILENAME>k71799exv99wb.txt
<DESCRIPTION>BY-LAWS
<TEXT>
<PAGE>
                                                                       EXHIBIT B




                             NAIC GROWTH FUND, INC.

                                INDEX TO BY-LAWS

<TABLE>
<CAPTION>

                                                                                                  PAGE
                                                                                                  ----

<S>                                                                                               <C>
ARTICLE I   Offices..................................................................................1
  1.01   Principal Office............................................................................1
  1.02   Other Offices...............................................................................1

ARTICLE II   Seal....................................................................................1
  2.01   Seal .......................................................................................1

ARTICLE III   Capital Stock..........................................................................1
  3.01   Issuance of Shares..........................................................................1
  3.02   Certificate for Shares......................................................................1
  3.03   Transfer of Shares..........................................................................2
  3.04   Registered Shareholders.....................................................................2
  3.05   Lost or Destroyed Certificates..............................................................2
  3.06   Lien .......................................................................................2
  3.07   Stock Ledger................................................................................2
  3.08   Regulations.................................................................................3

ARTICLE IV   Shareholders and Meetings of Shareholders...............................................3
  4.01   Place of Meetings...........................................................................3
  4.02   Annual Meeting..............................................................................3
  4.03   Special Meetings............................................................................3
  4.04   Notice of Meetings..........................................................................3
  4.05   Record Dates................................................................................4
  4.06   List of Shareholders........................................................................4
  4.07   Quorum......................................................................................4
  4.08   Proxies.....................................................................................4
  4.09   Inspectors of Election......................................................................4
  4.10   Voting......................................................................................5
  4.11   Shareholder Action Without a Meeting........................................................5

ARTICLE V   Directors................................................................................5
  5.01   General Powers..............................................................................5
  5.02   Number of Qualifications....................................................................5
  5.03   Term of Office..............................................................................5
  5.04   Removal.....................................................................................6
  5.05   Vacancies...................................................................................6
  5.06   First Meetings..............................................................................6
  5.07   Regular Meetings............................................................................6
  5.08   Special Meetings............................................................................6
  5.09   Quorum, Required Vote, and Adjournment......................................................6
  5.10   Consent of Directors in Lieu of Meeting.....................................................6

</TABLE>

                                        i

<PAGE>


<TABLE>
<S>                                                                                                 <C>
  5.11   Participation -- Meeting by Telephone.......................................................6
  5.12   Executive and Other Committees..............................................................7
  5.13   Dissents....................................................................................7
  5.14   Compensation................................................................................8

ARTICLE VI   Notices, Waivers of Notice and Manner of Acting.........................................8
  6.01   Notices.....................................................................................8
  6.02   Waiver of Notice............................................................................8

ARTICLE VII   Officers...............................................................................8
  7.01   Number......................................................................................8
  7.02   Term of Office, Resignation and Removal.....................................................8
  7.03   Vacancies...................................................................................9
  7.04   Authority...................................................................................9
  7.05   Salaries....................................................................................9

ARTICLE VIII   Duties of Officers....................................................................9
  8.01   Chairman of the Board.......................................................................9
  8.02   President...................................................................................9
  8.03   Vice President..............................................................................9
  8.04   Secretary...................................................................................9
  8.05   Treasurer...................................................................................9
  8.06   Assistant Secretaries and Treasurers.......................................................10

ARTICLE IX   Investment Restrictions................................................................10
  9.01   Investment and Other Restrictions..........................................................10

ARTICLE X  Investment Adviser.......................................................................10
  10.01  Investment Adviser.........................................................................10

ARTICLE XI   Special Corporate Acts.................................................................11
  11.01  Orders for Payment of Money................................................................11
  11.02  Contracts and Conveyances..................................................................11

ARTICLE XII   Books and Records.....................................................................11
  12.01  Maintenance of Books and Records...........................................................11
  12.02  Reliance on Books and Records..............................................................11

ARTICLE XIII   Indemnification......................................................................12
  13.01  Non-Derivative Actions.....................................................................12
  13.02  Derivative Action..........................................................................12
  13.03  Mandatory Indemnification..................................................................13
  13.04  Determination that Indemnification is Proper...............................................13
  13.05  Expense Advance............................................................................14
  13.06  Exclusivity of By-Laws.....................................................................14
  13.07  Former Directors and Officers..............................................................14
  13.08  Insurance..................................................................................14

</TABLE>

                                       ii
<PAGE>


<TABLE>
<S>                                                                                                 <C>
ARTICLE XIV   Amendments............................................................................14
  14.01  By the Stockholders........................................................................14
  14.02  By the Directors...........................................................................15

ARTICLE XV   Fiscal Year............................................................................15
  15.01  Fiscal Year................................................................................15

ARTICLE XVI   Auditors..............................................................................15
  16.01  Auditor....................................................................................15

</TABLE>

                                      iii
<PAGE>

                                    BY-LAWS

                                       OF

                             NAIC GROWTH FUND, INC.


                                    ARTICLE I

                                     OFFICES

                  1.01 Principal Office. The principal office of the Corporation
shall be at such place within the State of Maryland as the Board of Directors
shall determine from time to time.

                  1.02 Other Offices. The Corporation may also have offices at
such other places as the Board of Directors from time to time determines or the
business of the Corporation requires.


                                   ARTICLE II

                                      SEAL

                  2.02 Seal. The Corporation shall have a seal in such form as
the Board of Directors may from time to time determine. The seal may be used by
causing it or a facsimile to be impressed, affixed, reproduced or otherwise.


                                   ARTICLE III

                                  CAPITAL STOCK

                  3.01 Issuance of Shares. The shares of capital stock of the
Corporation shall be issued in such amounts, at such times, for such
consideration, and on such terms and conditions as the Board shall deem
advisable, subject to the provisions of the Articles of Incorporation of the
Corporation and the further provisions of these By-Laws, and subject also to any
requirements or restrictions imposed by the laws of the State of Maryland or the
Investment Company Act of 1940, as amended.

                  3.02 Certificate for Shares. Unless otherwise provided by the
Board of Directors and permitted by law, the shares of the Corporation may be
represented by certificates signed by the President, a Vice President or the
Chairman of the Board and countersigned by the Secretary, an Assistant
Secretary, the Treasurer or an Assistant Treasurer of the Corporation, and may
be sealed with the seal of the Corporation or a facsimile thereof; except that
certificates for fractional shares will not be delivered in any case. The
signatures of the officers may be facsimiles if the certificate is
counter-signed by a transfer agent or registered by a registrar other than the
Corporation itself or its employee. In case an officer who has signed or whose
facsimile signature has been placed upon a certificate ceases to be such officer
before the certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer at the


                                       1


<PAGE>


date of issuance. A certificate representing shares shall state upon its face
that the Corporation is formed under the laws of the State of Maryland; the name
of the person to whom it is issued; the number and the class of shares, and the
designation of the series, if any, which the certificate represents; the par
value of each share represented by the certificate, or a statement that the
shares are without par value; and such other provisions as may be required by
the laws of the State of Maryland.

                  3.03 Transfer of Shares. The shares of the capital stock of
the Corporation are transferable only on the books of the Corporation upon
surrender of the certificate therefore, properly endorsed for transfer, and the
presentation of such evidences of ownership and validity of the assignment as
the Corporation may require.

                  3.04 Registered Shareholders. The Corporation shall be
entitled to treat the person in whose name any shares of stock are registered as
the owner thereof for purposes of dividends and other distributions in the
course of business, or in the course of recapitalization, consolidation, merger,
reorganization, sale of assets, liquidation or otherwise and for the purpose of
votes, approvals and consents by the shareholders, and for the purpose of
notices to shareholders, and for all other persons whatever, and shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other claim to or interest in such shares on the part of any
other person, whether or not the corporation shall have notice thereof, save as
expressly required by the laws of the State of Maryland.

                  3.05 Lost or Destroyed Certificates. Upon the presentation to
the Corporation of a proper affidavit attesting the loss, destruction or
mutilation of any certificate or certificates for shares of stock of the
Corporation, the Board of Directors shall direct the issuance of a new
certificate or certificates to replace the certificates so alleged to be lost,
destroyed or mutilated. The Board of directors may require as a condition
precedent to the issuance of new certificates any or all of the following:

                           (a)      Presentation of additional evidence or proof
                                    of the loss, destruction or mutilation
                                    claimed;

                           (b)      Advertisement of loss in such manner as the
                                    Board of Directors may direct or approve;

                           (c)      A bond or agreement of indemnity, in such
                                    form and amount and with such securities, or
                                    without securities as the Board of Directors
                                    may direct or approve; and

                           (d)      The order or approval of a court or judge.

                  3.06 Lien. The Corporation shall have a lien upon all capital
stock and property invested in the Corporation for all debts due to the
Corporation from the owners thereof. The right of the Corporation to such lien
shall be expressly stated on the certificates representing the capital stock in
the Corporation.

                  3.07 Stock Ledger. There shall be maintained a stock ledger
containing the name and address of each stockholder and the number of shares of
stock of each class the


                                       2

<PAGE>



shareholder holds. The stock ledger may be in written form or any other form
which can be converted within a reasonable time into written form for visual
inspection. The original or a duplicate of the stock ledger shall be kept at the
principal office of the Corporation or at any other office or agency specified
by the Board of Directors.

                  3.08 Regulations. The Board of Directors may authorize the
issuance of uncertificated securities if permitted by law. If stock certificates
are issued, the Board of Directors may make any additional rules and
regulations, not inconsistent with these By-Laws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the corporation. The Board may appoint, or authorize any officer or
officers to appoint, one or more transfer agents or one or more transfer clerks
and one or more registrars and may require all certificates for shares of stock
to bear the signature or signatures of any of them.


                                   ARTICLE IV

                    SHAREHOLDERS AND MEETING OF SHAREHOLDERS

                  4.01 Place of Meetings. All meetings of shareholders shall be
held at the principal offices of the Corporation or at such other place as shall
be determined by the Board of Directors and stated in the notice of meeting.

                  4.02 Annual Meeting. The annual shareholders meeting shall be
held on the third Thursday of April at 2:00 p.m. commencing with the year 2002.
If that day is a legal holiday, then the next day at 2:00 p.m. Directors shall
be elected at each annual meeting and such other business transacted as may come
before the meeting.

                  4.03 Special Meetings. Special meetings of shareholders may be
called by the Board of Directors, the Chairman of the Board or the President and
shall be called by the Secretary of the Corporation upon the written request of
stockholders entitled to cast at least 10% of all the votes entitled to be cast
at such meeting. A request for a special meeting shall state the purpose of the
meeting and the matters proposed to be acted on at it. The Secretary of the
Corporation shall inform the shareholders who make a request for a special
meeting of the reasonably estimated cost of preparing and mailing a notice of
the meeting and upon payment of these costs to the Corporation, notify each
shareholder entitled to notice of the meeting. Unless requested by shareholders
entitled to cast a majority of all the votes entitled to be cast at the meeting,
a special meeting may not be called to consider any manner which is
substantially the same as a matter voted on at any special meeting of the
shareholders held during the preceding twelve (12) months.

                  4.04 Notice of Meetings. Except as otherwise provided by
statute, written notice of the time, place and purposes of a meeting of
shareholders shall be given no less than ten (10) nor more than ninety (90) days
before the date of the meeting of each shareholder of record entitled to vote at
the meeting, either personally, or by mailing such notice to his last address as
it appears on the books of the Corporation, or by leaving such notice at his
residence or usual place of business. No notice need be given of an adjourned
meeting of the shareholders provided the time and place to which such meeting is
adjourned are announced at the meeting at which the adjournment is taken and at
the adjourned meeting only such business is transacted as

                                       3

<PAGE>

might have been transacted at the original meeting. However, if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each shareholder of record, on the new
record date, entitled to notice as provided in this By-Law.

                  4.05 Record Dates. The Board of Directors, the Chairman of the
Board or the President may fix in advance a date as the record date for the
purpose of determining shareholders entitled to notice of and to vote at a
meeting of shareholders for an adjournment thereof, or to express consent or to
dissent from a proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of a dividend or allotment of a right,
or from the purpose of any other action. The date fixed shall not be more than
sixty (60) nor less than ten (10) days before the date of the meeting, nor more
than sixty (60) days before any other action. However, the stock transfer books
of the Corporation shall not be closed for a period longer than twenty (20)
days. In such case, only such shareholders as shall be entitled to notice of and
to vote at such meeting or adjustment thereof, or to express consent or to
dissent from such proposal, or to receive payment of such dividend or to receive
such allotment of rights, or to participate in any other action, as the case may
be, notwithstanding any transfer of any stock on the books of the Corporation,
or otherwise, after such record date. Nothing in this By-Law shall affect the
rights of a shareholder and his transferee or transferor as between themselves.

                  4.06 List of Shareholders. The Secretary of the Corporation or
the agent of the Corporation shall make and certify a complete list of the
shareholders entitled to vote at a shareholders' meeting or any adjournment
thereof. The list shall be arranged alphabetically within each class and series,
with the address of, and the number of shares held by, each shareholder during
the whole time of the meeting; and be prima facie evidence as to who are the
shareholders entitled to examine the list or vote at the meeting.

                  4.07 Quorum. Unless a greater or lesser quorum is required in
the Articles of Incorporation or by the laws of the State of Maryland, the
shareholders present at a meeting in person or by proxy who, as of the record
date for such meeting, were holders of a majority of the outstanding shares of
the Corporation entitled to vote at the meeting shall constitute a quorum at the
meeting. Whether or not a quorum is present, a meeting of shareholders may be
adjourned by a vote of the shares present in person or by proxy. When the
holders of a class or series of shares are entitled to vote separately on an
item of business, this By-Law applies in determining the presence of a quorum of
such class or series for transaction of such item of business.

                  4.08 Proxies. A shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
other persons to act for him by proxy. A proxy shall be signed by the
shareholder or his authorized agent or representative and shall not be valid
after the expiration of three (3) years from its date unless otherwise provided
in the proxy. A proxy is revocable at the pleasure of the shareholder executing
it except as otherwise provided by the laws of the State of Maryland.

                  4.09 Inspectors of Election. The Board of Directors, in
advance of a shareholders' meeting, may, and on request of one or more
shareholders entitled to vote thereat who together are, and for at least six (6)
months have been, shareholders of at least five (5%) percent of the outstanding
stock of the Corporation, shall appoint one or more inspectors. In case




                                       4
<PAGE>
a person appointed fails to appear to act, the vacancy may be filled by
appointment made by the Board of Directors in advance of the meeting or at the
meeting by the person presiding thereat. If appointed, the inspectors shall
determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum and the validity
and effect of proxies, and shall receive votes, ballots or consents, hear and
determine challenges or consents, determine the result, and do such acts as are
proper to conduct the election or vote with fairness to all shareholders. On
request of the person presiding at the meeting or a shareholder entitled to vote
thereat, the inspectors shall make and execute a written report to the person
presiding at the meeting of any of the facts found by them and matters
determined by them. The report shall be prima facie evidence of the facts stated
and the vote as certified by the inspectors.

                  4.10 Voting. Each outstanding share is entitled to one vote on
each matter submitted to a vote, unless otherwise provided in the Articles of
Incorporation. Votes shall be cast in writing and signed by the shareholder or
his proxy. When an action, other than the election of directors, is to be taken
by a vote of the shareholders, it shall be authorized by a majority of the votes
cast by the holders of shares entitled to vote thereon, unless a greater
plurality is required by the Articles of Incorporation or the laws of the State
of Maryland. Except as otherwise provided by the Articles of Incorporation,
directors shall be elected by a plurality of the votes cast at any election.

                  4.11 Shareholder Action Without a Meeting. Any action required
or permitted to be taken at a meeting of shareholders may be taken without a
meeting if the following are filed with the records of shareholder meeting:

                           (a)      A unanimous written consent which sets forth
                                    the action and is signed by each shareholder
                                    entitled to vote on the matter; and

                           (b)      A written waiver of any right to dissent
                                    signed by each shareholder entitled to
                                    notice of the meeting but not entitled to
                                    vote at it.


                                   ARTICLE V

                                   DIRECTORS

                  5.01 General Powers. The business of the Corporation shall be
managed by the Board of Directors, except as otherwise provided by statute or by
the Articles of Incorporation.

                  5.02 Number of Qualifications. The number of directors which
shall constitute the whole Board shall not be less than five (5) nor more than
twelve (12), the number thereof to be determined and fixed by the Board of
Directors. Directors need not be shareholders.

                  5.03 Term of Office. Except as provided elsewhere in these
By-Laws and the Articles of Incorporation, directors shall be elected at the
annual meeting of the shareholders and each director shall serve for one (1)
year or until his successor shall be elected or until his resignation or
removal.






                                       5
<PAGE>



                  5.04 Removal. The stockholders may at any time at a meeting
expressly called for that purpose, remove any or all of the directors, with or
without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors. No director may be removed when
the votes cast against his removal would be sufficient to elect him if voted
cumulatively at an election at which the same total number of votes were cast
and the entire Board were then being elected.

                  5.05 Vacancies. Vacancies and newly created directorships
resulting from any vacancies in the authorized number of directors may be filled
by a majority of the directors then in office, although less than a quorum, or
by a sole remaining director.

                  5.06 First Meetings. The first meeting of each newly elected
Board of Directors may be held without notice immediately after the annual
meeting of the stockholders for the purpose of the organization of the Board,
the election of officers, and the transactions of such other business as may
properly come before the meeting.

                  5.07 Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such times and at such places, within or
without the State of Maryland, as shall from time to time be determined by the
Board.

                  5.08 Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President and shall
be called by the Secretary on the written request of three (3) directors. Such
meetings shall be held at such time and at such places, within or without the
State of Maryland, as shall be determined by the officer or by the directors
requesting the meeting. Notice of the time and place thereof shall be mailed to
each director, addressed to him at his address as it appears on the records of
the Corporation, at least two (2) days before the date on which the meeting is
to be held. Such notice need not state the purposes of the meeting. Attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except when the director attends for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

                  5.09 Quorum, Required Vote, and Adjournment. The presence, at
any meeting, of a majority of the total number of directors then in office,
shall be necessary and sufficient to constitute a quorum for the transaction of
business. Except as otherwise required by statute or by the Articles of
Incorporation, the vote of a majority of the directors present at a meeting at
which a quorum is present, shall be the act of the Board of Directors. In the
absence of a quorum, a majority of the directors present at the time and place
of any meeting may adjourn such meeting from time to time until a quorum is
present.

                  5.10 Consent of Directors in Lieu of Meeting. Any action
required or permitted to be taken at any meeting of the Board of Directors or
any committee thereof may be taken without a meeting if all the members of the
Board or committee consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board or committee.

                  5.11 Participation -- Meeting by Telephone. A member of the
Board or any committee thereof may participate in a meeting of such Board or
committee by means of


                                       6

<PAGE>


conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this subsection shall constitute presence in person at such
meeting.

                  5.12 Executive and Other Committees. The Board of Directors
may, by resolution passed by majority of the whole Board, appoint three (3) or
more members of the Board as an executive committee to exercise all powers and
authorities of the Board in management of the business and affairs of the
Corporation, except that the Committee shall not have the power or authority to:

                           (a)      Amend the Articles of Incorporation;

                           (b)      Adopt an Agreement of Merger or
                                    Consolidation;

                           (c)      Recommend to shareholders the sale, lease or
                                    exchange of all or substantially all of the
                                    Corporation's property and assets;

                           (d)      Recommend to shareholders a dissolution of
                                    the Corporation or revocation of a
                                    dissolution;

                           (e)      Recommend to shareholders any action which
                                    requires shareholder approval;

                           (f)      Amend these By-Laws;

                           (g)      Fill vacancies in the Board;

                           (h)      Fix the compensation of the directors for
                                    serving on the Board or on a committee; or

                           (i)      Unless expressly authorized by the Board,
                                    declare a dividend or authorize the issuance
                                    of stock.

         The Board of Directors from time to time may, by like resolution,
appoint such other committees of one or more directors to have such authority as
shall be specified by the Board in the resolution making such appointments. The
Board of Directors may designate one or more directors as alternate members of
any committee who may replace an absent or disqualified member at any meeting
thereof.

                  5.13 Dissents. A director who is present at a meeting of the
Board of Directors, or a committee thereof of which he is a member, at which
action on a corporate matter is taken is presumed to have concurred in that
action unless he announces his dissent at the meeting and his dissent is entered
in the minutes of the meeting or unless he files his written dissent to the
action with the person acting as Secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the Secretary of the
Corporation within twenty-four (24) hours after the adjournment of the meeting.
Such right to dissent does not apply to a director who voted in favor of such
action or who failed to make his dissent known at the meeting. A director who is
absent from a meeting of the Board, or a committee thereof of which





                                       7
<PAGE>

he is a member, at which any such action is taken is presumed to have concurred
in the action unless he files his written dissent with the Secretary of the
Corporation within a reasonable time after he has knowledge of the action.

                  5.14 Compensation. The Board of Directors, by affirmative vote
or a majority of directors in office and irrespective of any personal interest
of any of them, may establish reasonable compensation of directors for services
to the Corporation as directors or officers.


                                   ARTICLE VI

                 NOTICES, WAIVERS OF NOTICE AND MANNER OF ACTING

                  6.01 Notices. All notices of meetings required to be given to
shareholders, directors or any committee of directors may be given by mail,
telegram, radiogram or cablegram to any shareholder, director or committee
member at his last address as it appears on the books of the Corporation. Such
notice shall be deemed to be given at the time when the same shall be mailed or
otherwise dispatched.

                  6.02 Waiver of Notice. Notice of the time, place and purpose
of any meeting of Shareholders, directors or committee of directors may be
waived by telegram, radiogram, cablegram or other writing, either before or
after the meeting, or in such other manner as may be permitted by the laws of
the State of Maryland. However, attendance of a person at any meeting of
shareholders, directors or a committee of directors, who attends the meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened, shall not constitute a waiver of notice.


                                   ARTICLE VII

                                    OFFICERS



                  7.01 Number. The Board of Directors shall elect or appoint a
Chairman of the Board, a President, a Secretary and a Treasurer, and may elect
one or more Vice Presidents, Assistant Secretaries and/or Assistant Treasurers.
The Chairman of the Board and President shall be members of the Board of
Directors. Any two of the above offices, except those of President and Vice
President, may be held by the same person, but no officer shall execute,
acknowledge or verify an instrument in more than one capacity if the instrument
is required by law or the Articles of Incorporation or these By-Laws to be
executed, acknowledged or verified by two (2) or more officers.

                  7.02 Term of Office, Resignation and Removal. An officer shall
hold office for the term for which he is elected or appointed and until his
successor is elected or appointed and qualified, or until his resignation or
removal. An officer may resign by written notice to the Corporation. The
resignation is effective upon its receipt by the Corporation or at subsequent
time specified in the notice of resignation. An officer may be removed by the
Board with or without cause. The removal of an officer shall be without
prejudice to his contract rights, if any. The election or appointment of any
officer does not of itself create contract rights.



                                       8

<PAGE>

                  7.03 Vacancies. The Board of Directors may fill any vacancies
in any office occurring for whatever reason.

                  7.04 Authority. All officers, employees and agents of the
Corporation shall have such authority and perform such duties in the conduct and
management of the business and affairs of the Corporation as may be designated
by the Board of Directors and these By-Laws.

                  7.05 Salaries. No officer of the Corporation shall be
prevented from receiving a salary as such officer or from voting thereon by
reason of the fact that he is also a director of the Corporation. The salaries
of the officers of the Corporation shall be fixed from time to time by the Board
of Directors.


                                  ARTICLE VIII

                               DUTIES OF OFFICERS

                  8.01 Chairman of the Board. The Chairman of the Board shall be
the chief executive officer of the Corporation and shall preside at all meetings
of the shareholders and of the Board of Directors at which he is present. He
shall see that all orders and resolutions of the Board are carried into effect,
and he shall have the general powers of supervision and management usually
vested in the chief executive officer of a Corporation, including the authority
to vote all securities of other corporations and business organizations which
are held by the Corporation. In the event the Corporation does not have a
Chairman of the Board, the President shall assume the duties described herein.

                  8.02 President. The President shall be the chief operating
officer of the Corporation and shall have the general powers of supervision and
management over the day-to-day operations of the Corporation. In the absence,
disability or if the Corporation does not have a Chairman of the Board, he also
shall perform the duties and execute the powers of the Chairman of the Board as
set forth in these By-Laws.

                  8.03 Vice President. The Vice Presidents, in order of their
seniority, shall, in the absence or disability of the President, perform his
duties and exercise his powers and shall perform such other duties as the Board
of Directors or the President may from time to time prescribe.

                  8.04 Secretary. The Secretary shall attend all meetings of the
Board of Directors and of shareholders and shall record all votes and minutes of
all proceedings in a book to be kept for that purpose. He shall give or cause to
be given notice of all meetings of the shareholders and of the Board of
Directors. He shall keep in safe custody the seal of the Corporation and, when
authorized by the Board, affix the same to any instrument requiring it, and when
so affixed it shall be attested by his signature, or by the signature of the
Treasurer or an Assistant Secretary. The Secretary may delegate any of his
duties, powers and authorities to one or more Assistant Secretaries, unless such
delegation is disapproved by the Board.

                  8.05 Treasurer. The Treasurer shall have the custody of the
corporate funds and securities; shall keep full and accurate accounts of
receipts and disbursements in books of




                                       9
<PAGE>


the Corporation; and shall deposit all monies 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. He shall render to the President and
directors, whenever they may require it, an account of his transactions as
Treasurer and of the financial condition of the Corporation. The Treasurer may
delegate any of his duties, powers and authorities to one or more Assistant
Treasurers unless such delegation be disapproved by the Board of Directors.

                  8.06 Assistant Secretaries and Treasurers. The Assistant
Secretaries, in order of their seniority, shall perform the duties and exercise
the powers and authorities of the Secretary in case of his absence or
disability. The Assistant Treasurers, in order of their seniority, shall perform
the duties and exercise the powers and authorities of the Treasurer in case of
his absence or disability. The Assistant Secretaries and Assistant Treasurer
shall also perform such duties as may be delegated to them by the Secretary and
Treasurer, respectively, and also such duties as the Board of Directors may
prescribe.


                                   ARTICLE IX

                             INVESTMENT RESTRICTIONS

                  9.01 Investment and Other Restrictions. The Corporation is to
be registered under the Investment Company Act of 1940 ("Investment Company
Act") as a "diversified company" as that term is defined in Section 5(b) of the
Investment Company Act and, therefore, must maintain at least seventy-five (75%)
percent of the value of its total assets in the form of:

                           (a)      Cash and cash items (including receivables);

                           (b)      Government securities;

                           (c)      Securities of other investment companies;
                                    and

                           (d)      Other securities for the purposes of this
                                    calculation limited in respect of any one
                                    issuer to an amount not greater in value
                                    than five (5%) percent of the value of the
                                    total assets of the Corporation, and to not
                                    more than ten (10%) percent of the
                                    outstanding voting securities of such
                                    issuer.

In addition, the Corporation will elect to qualify as a "regulated investment
company" under Subchapter M of the Internal Revenue Code of 1986, as amended,
and therefore, the Corporation shall not invest in any investment or take any
action which would result in the Corporation failing to qualify as a "regulated
investment company".

                                    ARTICLE X

                               INVESTMENT ADVISER

                  10.01 Investment Adviser. The Board of Directors, with the
approval of the shareholders and consistent with the Articles of Incorporation,
may enter into a contract with any




                                       10


<PAGE>


person, firm or Corporation to act as investment adviser for the Corporation and
to perform such duties and render such other services as shall be deemed
necessary. Any such contract shall provide that it may be terminated at any time
by the Corporation without penalty and upon not more than sixty (60) days
written notice and shall be automatically terminated in the event of its
assignment. Any such contract shall continue in effect only if approved in
accordance with the provisions of the Investment Company Act or any successor
statute as amended from time to time. Such contract may contain any other
provision not inconsistent with the Articles of Incorporation and these By-Laws.


                                   ARTICLE XI

                             SPECIAL CORPORATE ACTS

                  11.01 Orders for Payment of Money. All checks, drafts, notes,
bonds, bills of exchange or orders for payment of money to the Corporation shall
be signed by such officer or officers or such other person or persons as the
Board of Directors may from time to time designate.

                  11.02 Contracts and Conveyances. The Board of Directors of the
Corporation may in any instance designate the officer and/or agent who shall
have authority to execute any contract, conveyance, mortgage or other instrument
on behalf of the Corporation, or may ratify or confirm any execution. When the
execution of any instrument has been authorized without specification of the
execution officers or agents, the Secretary or Assistant Secretary or Treasurer
or Assistant Treasurer, may execute the same in the name and on behalf of this
Corporation and may affix the corporate seal thereto.


                                   ARTICLE XII

                                BOOKS AND RECORDS

                  12.01 Maintenance of Books and Records. The proper officers
and agents of the Corporation shall keep and maintain such books, records and
accounts of the Corporation's business and affairs, minutes of the proceedings
of its shareholders, Board and committees, if any, and such stock ledgers and
lists of shareholders as the Board may deem advisable, and as shall be required
by the laws of the State of Maryland and other states of jurisdictions empowered
to impose such requirements. Books, records and minutes may be kept within or
without the State of Maryland in a place which the Board shall determine.

                  12.02 Reliance on Books and Records. In discharging his
duties, a director or an officer of the Corporation, when acting in good faith,
may rely upon the opinion of counsel for the Corporation, upon the report of any
independent appraiser selected with reasonable care by the Board, or upon
financial statements of the Corporation represented to him to be correct by the
President or the officer of the Corporation having charge of its books of
account, or stated in a written report by an independent public or certified
public accountant or firm of such accountants fairly to reflect the financial
condition of the Corporation.


                                       11

<PAGE>







                                  ARTICLE XIII

                                 INDEMNIFICATION

                  13.01 Non-Derivative Actions. Subject to all of the other
provisions of this Article XIII, the Corporation shall indemnify a person who
was or is a party or is threatened to be made a party to a threatened, pending
or completed action, suit, or proceeding whether civil, criminal, administrative
or investigative and whether formal or informal, other than an action by or in
the right of the Corporation, by reason of the fact that he or she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another foreign or domestic Corporation, partnership, joint
venture, trust or other enterprise, whether for profit or not, against expenses,
including attorneys' fees, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with the
action, suit or proceeding unless it is proved that:

                           (a)      The act or omission of such individual was
                                    material to the cause of action adjudicated
                                    in such proceeding; and

                                    (i)     was committed in bad faith; or

                                    (ii)    was a result of active and
                                            deliberate dishonesty; or

                           (b)      Such individual actually received an
                                    improper personal benefit in money, property
                                    or services; or

                           (c)      In the case of any criminal proceeding, such
                                    individual had reasonable cause to believe
                                    that the act or omission was unlawful.

The termination of an action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the Corporation or its shareholders, and with respect to a criminal
action or proceeding, had reasonable cause to believe that his or her conduct
was unlawful.

                  13.02 Derivative Action. Subject to all of the provisions of
this Article XIII, the Corporation shall indemnify a person who was or is a
party to or is threatened to be made a party to a threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee or
agent of another foreign or domestic Corporation, partnership joint venture,
trust or other enterprise, whether for profit or not, against expenses,
including actual and reasonable attorneys' fees, and amounts paid in settlement
incurred by the person in connection with the action, suit or proceeding unless
it is proved that:

                           (a)      The act or omission of such individual was
                                    material to the cause of action adjudicated
                                    in such proceeding; and





                                       12
<PAGE>



                                    (i)     was committed in bad faith; or

                                    (ii)    was a result of active and
                                            deliberate dishonesty; or

                           (b)      Such individual actually received an
                                    improper personal benefit in money, property
                                    or services; or

                           (c)      In the case of any criminal proceeding, such
                                    individual had reasonable cause to believe
                                    that the act or omission was unlawful.

However, indemnification shall not be made for a claim, issue, or matter in
which the person has been found liable to the Corporation unless and only to the
extent that the court in which the action or suit was brought has determined
upon application that, despite the adjudication of liability but in view of all
circumstances of the case, the person is fairly and reasonably entitled to
indemnification for the expenses which the court considers proper.

                  13.03 Mandatory Indemnification. To the extent that a
director, officer, employee, or agent of the Corporation has been successful on
the merits in defense of an action, suit, or proceeding referred to in Section
13.01 or 13.02 of these By-Laws, or in defense of a claim, issue, or matter in
the action, suit, or proceeding, he or she shall be indemnified against
expenses, including actual and reasonable attorneys' fees, incurred by him or
her in connection with the action, suit, or proceeding and an action, suit, or
proceeding brought to enforce the mandatory indemnification provided in this
section.

                  13.04 Determination that Indemnification is Proper. All
indemnification under Section 13.01 and 13.02 of these By-Laws, unless ordered
by a court, shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee, or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Section 13.01 or 13.02. This
determination shall be made in any of the following ways:

                           (a)      By a majority vote of a quorum of the Board
                                    consisting of directors who were not parties
                                    to the actions, suits, or proceedings.

                           (b)      If the quorum described in Subdivision (a)
                                    is not obtainable, then by a majority vote
                                    of a committee of directors who are not
                                    parties to the action. The committee shall
                                    consist of not less than two (2)
                                    disinterested directors.

                           (c)      By independent legal counsel in a written
                                    opinion.

                           (d)      By the shareholders.



If a person is entitled to indemnification under Sections 13.01 or 13.02 of
these By-Laws for a portion of expenses including attorneys' fees, judgments,
penalties, fines, and amounts paid in settlement, but not for the total amount
thereof, the Corporation may indemnify the person for the portion of the
expenses, judgments, penalties, fines, or amounts paid in settlement for which
the person is entitled to be indemnified.



                                       13
<PAGE>


                  13.05 Expense Advance. Expenses incurred in defending a civil
or criminal action, suit, or proceeding described in Section 13.01 or 13.02 of
these By-Laws, may be paid by the Corporation in advance of the final
disposition of the action, suit, or proceeding upon receipt of:

                           (a)      a written affirmation by the director,
                                    officer, employee or agent of such
                                    individuals good faith belief that the
                                    standard of conduct necessary for
                                    indemnification by the Corporation as
                                    authorized in these By-Laws and under the
                                    laws of the State of Maryland; and

                           (b)      an undertaking by or on behalf of the
                                    director, officer, employee, or agent to
                                    repay the expenses if it is ultimately
                                    determined that the person is not entitled
                                    to be indemnified by the Corporation. The
                                    undertaking shall be by unlimited general
                                    obligation of the person on whose behalf
                                    advances are made but need not be secured.

                  13.06 Exclusivity of By-Laws. The indemnification or
advancement of expenses provided in the preceding sections of Article XIII is
not exclusive of other rights to which a person seeking indemnification or
advancement of expenses may be entitled under the Articles of Incorporation or a
contractual agreement. However, the total amount of expenses advanced or
indemnified from all sources combined shall not exceed the amount of actual
expenses incurred by the person seeking indemnification or advancement of
expenses.

                  13.07 Former Directors and Officers. The indemnification
provided in the foregoing sections of Article XIII continues as to a person who
ceases to be a director, officer, employee or agent, and shall inure to the
benefit of the heirs, executors and administrator of the person.

                  13.08 Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another Corporation,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status of such, whether or not the Corporation would have power to indemnify
him against such liability under these By-Laws or the laws of the State of
Maryland.


                                   ARTICLE XIV

                                   AMENDMENTS

                  14.01 By the Stockholders. These By-Laws may be amended or
repealed, or new By-Laws may be made and adopted, by a majority vote of all the
stock of the Corporation issued and outstanding and entitled to vote at any
annual or special meeting of the stockholders provided that notice of intention
to amend shall be contained in the notice of the meeting, and provided, further,
that neither Section 5.03, Section 5.04, Section 14.01 nor Section 14.02 of
these By-Laws may be amended or replaced except under the affirmative vote of
sixty-six and




                                       14

<PAGE>



two-thirds (66-2/3%) percent of all the stock of the Corporation issued and
outstanding and entitled to vote.

                  14.02 By the Directors. These By-Laws, including amendments
adopted by the stockholders, may be amended or repealed by a majority vote of
the whole Board of Directors at any regular or special meeting of the Board,
provided that notice of intention to amend shall have been contained in the
notice of meeting, and provided, further, that neither Section 5.03, Section
5.04, Section 14.01 nor Section 14.02 of these By-Laws may be amended or
replaced except upon the affirmative vote of sixty-six and two-thirds (66-2/3%)
percent of all the members of the Board of Directors.


                                   ARTICLE XV

                                   FISCAL YEAR

                  15.01 Fiscal Year. The Fiscal Year of the Corporation shall
begin on the 1st day of January of each year.


                                   ARTICLE XVI

                                    AUDITORS

                  16.01 Auditor. An auditor shall be selected annually in
accordance with the Investment Company Act or any successor statute.




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