<DOCUMENT>
<TYPE>EX-99.B
<SEQUENCE>9
<FILENAME>dex99b.txt
<DESCRIPTION>EXHIBIT B
<TEXT>
<PAGE>

                                                                     EXHIBIT (b)


                        ABERDEEN GLOBAL INCOME FUND, INC.

                             A Maryland Corporation

                                     BY-LAWS

                              Amended and Restated

                            as of September 12, 2002

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                             <C>
ARTICLE I NAME OF CORPORATION, LOCATION OF OFFICES AND SEAL ..................   1

   Section 1.   Name .........................................................   1
   Section 2.   Principal Offices ............................................   1
   Section 3.   Seal .........................................................   1

ARTICLE II STOCKHOLDERS ......................................................   2

   Section 1.   Place of Meeting .............................................   2
   Section 2.   Annual Meetings ..............................................   2
   Section 3.   Special Meetings .............................................   2
   Section 4.   Notice of Meetings ...........................................   3
   Section 5.   Quorum; Adjournment of Meetings ..............................   3
   Section 6.   Voting and Inspector .........................................   4
   Section 7.   Stockholders Entitled to Vote ................................   5
   Section 8.   Validity of Proxies, Ballots .................................   5
   Section 9.   Conduct of Stockholders' Meetings ............................   6
   Section 10.  Action Without a Meeting .....................................   6
   Section 11.  Stockholder Proposals ........................................   6

ARTICLE III BOARD OF DIRECTORS ...............................................   9

   Section 1.   Powers .......................................................   9
   Section 2.   Number and Term ..............................................  10
   Section 3.   Election .....................................................  11
   Section 4.   Vacancies and Newly Created Directorships ....................  12
   Section 5.   Removal ......................................................  13
   Section 6.   Place of Meeting .............................................  13
   Section 7.   Annual and Regular Meetings ..................................  13
   Section 8.   Special Meetings .............................................  14
   Section 9.   Waiver of Notice .............................................  14
   Section 10.  Quorum and Voting ............................................  15
   Section 11.  Action Without a Meeting .....................................  15
   Section 12.  Compensation of Directors ....................................  15

ARTICLE IV COMMITTEES ........................................................  15

   Section 1.   Organization .................................................  15
   Section 2.   Proceedings and Quorum .......................................  16
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                  <C>

ARTICLE V OFFICERS ................................................................   16

   Section 1.   General. ..........................................................   16
   Section 2.   Election, Tenure and Qualifications. ..............................   17
   Section 3.   Removal and Resignation. ..........................................   17
   Section 4.   President. ........................................................   17
   Section 5.   Chairman. .........................................................   18
   Section 6.   Vice President. ...................................................   18
   Section 7.   Treasurer and Assistant Treasurers. ...............................   18
   Section 8.   Secretary and Assistant Secretaries. ..............................   19
   Section 9.   Subordinate Officers. .............................................   20
   Section 10.  Remuneration. .....................................................   20
   Section 11.  Surety Bonds. .....................................................   20

ARTICLE VI CAPITAL STOCK ..........................................................   21

   Section 1.   Certificates of Stock. ............................................   21
   Section 2.   Transfer of Shares. ...............................................   21
   Section 3.   Stock Ledgers. ....................................................   21
   Section 4.   Transfer Agents and Registrars. ...................................   22
   Section 5.   Fixing of Record Date. ............................................   22
   Section 6.   Lost, Stolen or Destroyed Certificates. ...........................   22

ARTICLE VII FISCAL YEAR AND ACCOUNTANT ............................................   23

   Section 1.   Fiscal Year. ......................................................   23
   Section 2.   Accountant. .......................................................   23

ARTICLE VIII CUSTODY OF SECURITIES ................................................   23

   Section 1.   Employment of a Custodian. ........................................   23
   Section 2.   Termination of Custodian Agreement. ...............................   24

ARTICLE IX INDEMNIFICATION AND ADVANCEMENT OF EXPENSES ............................   24

   Section 1.   Indemnification of Directors and Officers .........................   24
   Section 2.   Advances ..........................................................   25
   Section 3.   Procedure .........................................................   26
   Section 4.   Indemnification of Employees and Agents ...........................   26
   Section 5.   Other Rights ......................................................   26
   Section 6.   Amendments ........................................................   27
   Section 7.   Insurance .........................................................   27
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                    <C>
ARTICLE X AMENDMENTS ..............................................................    27

   Section 1.   General. ..........................................................    27
</TABLE>

                                      -iii-

<PAGE>

                                     BY-LAWS

                                       OF

                        ABERDEEN GLOBAL INCOME FUND, INC.

                            (A MARYLAND CORPORATION)


                                    ARTICLE I

                        NAME OF CORPORATION, LOCATION OF
                                OFFICES AND SEAL

Section 1.    Name. The name of the Corporation is Aberdeen Global Income Fund,
Inc.

Section 2.    Principal Offices. The principal office of the Corporation in the
State of Maryland shall be located in Baltimore, Maryland. The Corporation may,
in addition, establish and maintain such other offices and places of business as
the Board of Directors may, from time to time, determine.

Section 3.    Seal. The corporate seal of the Corporation shall be circular in
form and shall bear the name of the Corporation, the year of its incorporation,
and the word "Maryland." The form of the seal shall be subject to alteration by
the Board of Directors and the seal may be used by causing it or a facsimile to
be impressed or affixed or printed or otherwise reproduced. Any officer or
Director of the Corporation shall have authority to affix the corporate seal of
the Corporation to any document requiring the same.

<PAGE>

                                   ARTICLE II

                                  STOCKHOLDERS

Section 1.    Place of Meeting. All meetings of the stockholders shall be held
at the principal office of the Corporation in the State of Maryland or at such
other place within the United States as may from time to time be designated by
the Board of Directors and stated in the notice of such meeting.

Section 2.    Annual Meetings. An annual meeting of stockholders for election of
Directors and the transaction of such other business as may properly come before
the meeting shall be held at such time and place within the United States as the
Board of Directors, or any duly constituted committee of the Board, shall select
between March 21 and April 19.

Section 3.    Special Meetings. Special meetings of stockholders may be called
at any time by the President or a majority of the Board of Directors and shall
be held at such time and place as may be stated in the notice of the meeting.

       Special Meetings of the stockholders shall be called by the Secretary
upon receipt of the written request of the holders of shares entitled to not
less than a majority of all the votes entitled to be cast at such meeting,
provided that (1) the information specified in Article II, Section 11 is given;
and (2) the stockholders requesting such meeting shall have paid to the
Corporation the reasonably estimated cost of preparing and mailing the notice
thereof, which the Secretary shall determine and specify to such stockholders.
No special meeting shall be called upon the request of stockholders to consider
any matter which is substantially the same as a matter voted upon at

                                       -2-

<PAGE>

any special meeting of the stockholders held during the preceding 12 months,
unless requested by the holders of a majority of all shares entitled to be voted
at such meeting.

Section 4.    Notice of Meetings. The Secretary shall cause written or printed
notice of the place, date and hour, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, to be given, not less than
10 and not more than 90 days before the date of the meeting, to each stockholder
entitled to vote at, or entitled to notice of, such meeting by leaving the same
with such stockholder or at such stockholder's residence or usual place of
business or by mailing it, postage prepaid, and addressed to such stockholder at
his address as it appears on the records of the Corporation at the time of such
mailing, or by transmitting it to the stockholder by electronic mail to any
electronic mail address of the stockholder or by any other electronic means. If
mailed, notice shall be deemed to be given when deposited in the United States
mail addressed to the stockholder as aforesaid. Notice of any stockholders'
meeting need not be given to any stockholder who shall sign a written waiver of
such notice either before or after the time of such meeting, which waiver shall
be filed with the records of such meeting, or to any stockholder who is present
at such meeting in person or by proxy. Notice of adjournment of a stockholders'
meeting to another time or place need not be given if such time and place are
announced at the meeting.

Section 5.    Quorum; Adjournment of Meetings. The presence at any stockholders'
meeting, in person or by proxy, of stockholders entitled to cast a majority of
all votes entitled to be cast constitutes a quorum for the transaction of
business. In the absence of a quorum, the holders of a majority of shares
entitled to vote at the meeting and present in person or by proxy,

                                       -3-

<PAGE>

or, if no stockholder entitled to vote is present in person or by proxy, any
officer present entitled to preside or act as Secretary of such meeting may
adjourn the meeting without determining the date of the new meeting or from time
to time without further notice to a date not more than 120 days after the
original record date. Any business that might have been transacted at the
meeting originally called may be transacted at any such adjourned meeting at
which a quorum is present.

Section 6.    Voting and Inspector. Unless otherwise provided by the Charter, at
each stockholders' meeting, each stockholder entitled to vote thereat shall be
entitled to one vote for each share of stock of the Corporation validly issued
and outstanding and standing in his name on the books of the Corporation on the
record date fixed in accordance with Section 5 of Article VI hereof (and each
stockholder of record holding fractional shares, if any, shall have
proportionate voting rights). Stockholders may vote their shares owned of record
either in person or by proxy appointed by instrument in writing subscribed by
such stockholder or his duly authorized attorney. Except as otherwise
specifically provided in the Charter or these By-Laws or as required by
provisions of the Investment Company Act of 1940, as amended from time to time,
all matters shall be decided by a vote of the majority of all votes validly cast
at a meeting at which a quorum is present. The vote upon any question shall be
by ballot whenever requested by any person entitled to vote, but, unless such a
request is made, voting may be conducted in any way approved by the meeting.

       At any election of Directors, the Chairman of the meeting may, and upon
the request of the holders of ten percent (10%) of the stock entitled to vote at
such election shall, appoint one inspector of election who shall first subscribe
an oath or affirmation to execute faithfully the

                                       -4-

<PAGE>

duties of inspector at such election with strict impartiality and according to
the best of his ability, and shall after the election make a certificate of the
result of the vote taken. No candidate for the office of Director shall be
appointed such Inspector.

Section 7.    Stockholders Entitled to Vote. If the Board of Directors sets a
record date for the determination of stockholders entitled to notice of or to
vote at any stockholders' meeting in accordance with Section 5 of Article VI
hereof, each stockholder of the Corporation shall be entitled to vote, in person
or by proxy, each share of stock standing in his name on the books of the
Corporation on such record date. If no record date has been fixed, the record
date for the determination of stockholders entitled to notice of or to vote at a
meeting of stockholders shall be the later of the close of business on the day
on which notice of the meeting is mailed or the thirtieth day before the
meeting, or, if notice is waived by all stockholders, at the close of business
on the tenth day next preceding the day on which the meeting is held.

Section 8.    Validity of Proxies, Ballots. The right to vote by proxy shall
exist only if the instrument authorizing such proxy to act shall have been
signed by the stockholder or by his duly authorized attorney. Unless a proxy
provides otherwise, it shall not be valid more than eleven months after its
date. At every meeting of the stockholders, all proxies shall be received and
taken in charge of and all ballots shall be received and canvassed by the
Secretary of the Corporation or the person acting as Secretary of the meeting
before being voted, who shall decide all questions touching the qualification of
voters, the validity of the proxies and the acceptance or rejection of votes,
unless an inspector of election has been appointed by the Chairman of the
meeting in which event such inspector of election shall decide all such

                                       -5-

<PAGE>

questions. A proxy with respect to stock held in the name of two or more persons
shall be valid if executed by one of them unless at or prior to exercise of such
proxy the Corporation receives a specific written notice to the contrary from
any one of them. A proxy purporting to be executed by or on behalf of a
stockholder shall be deemed valid unless challenged at or prior to its exercise.

Section 9.    Conduct of Stockholders' Meetings. The meetings of the
stockholders shall be presided over by the President, or if he is not present,
by the Chairman, or if he is not present, by any Vice President, or if none of
them is present, then by any other officer of the Corporation appointed by the
President to act on his behalf shall preside over the meeting. The Secretary of
the Corporation, if present, shall act as a Secretary of such meeting, or if he
is not present, an Assistant Secretary shall so act; if neither the Secretary
nor any Assistant Secretary is present, then any such person appointed by the
Secretary to act on his behalf shall act as the Secretary of such meeting.

Section 10.   Action Without a Meeting. Any action to be taken by stockholders
may be taken without a meeting to the fullest extent permitted by law.

Section 11.   Stockholder Proposals.

       (a)    No business proposed by a stockholder to be considered at an
annual meeting of stockholders shall be considered by the stockholders at that
meeting unless no less than 90 days nor more than 120 days prior to the first
anniversary date ("anniversary date") of the annual meeting for the preceding
year, or, with respect to annual meetings not scheduled to be held

                                       -6-

<PAGE>

within a period that commences 30 days before the anniversary date and ends 30
days after the anniversary date, by the later of the close of business on the
date 90 days prior to such meeting or 14 days following the date such meeting is
first publicly announced or disclosed, the Secretary of the Corporation receives
a written notice from the stockholder proposing a business matter to be
considered at an annual meeting that sets forth the information required by
Section 11(c) of this Article II.

       (b)    No business matter shall be considered at a special meeting of
stockholders unless such matter is specifically listed as a purpose of the
special meeting and listed as a matter proposed to be acted on at the special
meeting pursuant to the Corporation's notice of meeting.

              (i)    In the event a special meeting is called at the request of
       stockholders, pursuant to Section 3 of this Article II, the written
       request shall be delivered to the Secretary of the Corporation, and shall
       state the business proposed by stockholders to be the purpose of the
       meeting and the matters proposed to be acted upon, and shall set forth
       the information required by Section 11(c) of this Article II.

              (ii)   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 stockholder may nominate a person or persons (as
       the case may be) for election to such position(s) as specified in the
       Corporation's notice of meeting, if the stockholder delivers a written
       notice to the Secretary of the Corporation, which shall set forth the
       information required by Section 11(c) of this Article II, not later than
       the close of business 21 days following

                                       -7-

<PAGE>

       the day on which the date of the special meeting and the nominees
       proposed by the Board of Directors to be elected at such meeting are
       publicly announced or disclosed.

       (c)    The written notice or written request to the Secretary of the
Corporation, required to be provided pursuant to Section 11(a) or 11(b) of this
Article II, shall include the following information: (1) the nature of the
proposed business with reasonable particularity, including the exact text of any
proposal to be presented for adoption, and the reasons for conducting that
business at the meeting of stockholders, (2) with respect to each such
stockholder, that stockholder's name and address (as they appear on the records
of the Corporation), business address and telephone number, residence address
and telephone number, and the number of shares of each class of stock of the
Corporation beneficially owned by that stockholder, (3) any interest of the
stockholder in the proposed business, (4) the name or names of each person
nominated by the stockholder to be elected or reelected as a director, if any,
and (5) with respect to each nominee, that nominee's name, business address and
telephone number, and residence address and telephone number, the number of
shares, if any, of each class of stock of the Corporation owned directly and
beneficially by that nominee, and all information relating to that nominee that
is required to be disclosed in solicitations of proxies for elections of
directors, or is otherwise required, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended ("Exchange Act") (or any provisions
of law subsequently replacing Regulation 14A), together with a notarized letter
signed by the nominee stating his or her acceptance of the nomination by that
stockholder, stating his or her intention to serve as director if elected, and
consenting to being named as a nominee for director in any proxy statement
relating to such election.

                                       -8-

<PAGE>

       (d)    The chairman of the annual or special meeting shall determine
whether notice of matters proposed to be brought before a meeting has been duly
given in the manner provided by this Section 11. If the facts warrant, the
chairman shall declare to the meeting that business has not been properly
brought before the meeting in accordance with the provisions of this Section 11,
and, it, therefore, shall not be considered or transacted.

       (e)    The requirement of the Corporation to include in the Corporation's
proxy statement a stockholder proposal shall be governed by Rule 14a-8 under the
Exchange Act (or any provisions of law subsequently replacing Rule 14a-8) ("Rule
14a-8"). Accordingly, the deadline for including a stockholder proposal in the
Corporation's proxy statement shall be governed by Rule 14a-8.

       (f)    The adjournment of an annual or special meeting, or any
announcement thereof, shall not commence a new period for the giving of notice
as provided in this Section 11.

       (g)    For purposes of this Section 11, a meeting date shall be deemed to
have been "publicly announced or disclosed" if such date is disclosed in a press
release disseminated by the Corporation to a national news service or contained
in a document publicly filed by the Corporation with the Securities and Exchange
Commission.

                                   ARTICLE III

                               BOARD OF DIRECTORS

Section 1.    Powers. Except as otherwise provided by law, by the Charter or by
these By-Laws, the business and affairs of the Corporation shall be managed
under the discretion of, and

                                       -9-

<PAGE>

all the powers of the Corporation shall be exercised by or under the authority
of, its Board of Directors.

Section 2.    Number and Term. The Board of Directors shall consist of no fewer
than three, nor more than twenty Directors, as specified by resolution of the
majority of the entire Board of Directors, provided that at least 40% of the
entire Board of Directors shall be persons who are not interested persons of the
Corporation as defined in the Investment Company Act of 1940, as amended. The
total number of Directors of the Corporation may be fixed only by a vote of the
Board of Directors.

       (a)    Directors Elected by Common Stockholders. The Directors elected by
common stockholders at the 1992 Annual Meeting of Shareholders shall be divided
into three classes, as nearly equal in number as possible, and shall be
designated as Class I, Class II, and Class III Directors, respectively. The
Class I Directors to be originally elected for a term expiring at the annual
meeting held in 1993, the Class II Directors to be originally elected for a term
expiring at the annual meeting held in 1994 and the Class III Directors to be
originally elected for a term expiring at the annual meeting held in 1995. After
expiration of the terms of office specified for such Directors, the Directors of
each class shall serve for terms of three (3) years, or, when filling a vacancy,
for the unexpired portion of such term and until their successors are elected
and have qualified.

       (b)    Directors Elected by Preferred Stockholders. At any meeting of
stockholders of the Corporation at which Directors are to be elected, the
holders of shares of preferred stock of all series, voting separately as a
single class, shall be entitled to elect two members of the Board

                                      -10-

<PAGE>

of Directors, and the holders of common stock, voting separately as a single
class, shall be entitled to elect the balance of the members of the Board of
Directors.

     If at any time dividends on any outstanding preferred stock of any series
shall be unpaid in an amount equal to two full years' dividends, the number of
Directors constituting the Board of Directors shall automatically be increased
by the smallest number that, when added to the number of Directors then
constituting the Board of Directors, shall together with the two Directors
elected by the holders of preferred stock pursuant to the preceding paragraph,
constitute a majority of such increased number; and at a special meeting of
stockholders, which shall be called and held as soon as practicable, and at all
subsequent meetings at which Directors are to be elected, the holders of
preferred stock of all series voting separately as a single class shall be
entitled to elect the smallest number of additional Directors of the Corporation
who, together with the two Directors elected by the holders of preferred stock
pursuant to the preceding paragraph, will constitute a majority of the total
number of Directors of the Corporation so increased. If the Corporation
thereafter shall pay, or declare and set apart for payment, in full all
dividends accrued and payable on all outstanding shares of preferred stock of
all series for all past dividend periods, the voting rights stated in this
paragraph shall cease, and the terms of office of all additional Directors
elected by the holders of preferred stock shall terminate automatically.

     Section 3. Election. At the first annual meeting of stockholders and at
each annual meeting thereafter, Directors to be elected by common shareholders
and Directors to be elected by

                                      -11-

<PAGE>

preferred stockholders shall be elected by vote of the holders of a majority of
the shares of each respective class of stock present in person or by proxy and
entitled to vote thereon.

Section 4.  Vacancies and Newly Created Directorships.

     (a)    Directors Elected by Common Stockholders. Any vacancy, by reason of
death, resignation, removal or otherwise, in the office of any Director elected
by the holders of shares of common stock, or any vacancy resulting from an
increase in the number of Directors elected by the holders of shares of common
stock, may be filled solely by the affirmative vote of a majority of the
remaining Directors (or Director) so elected, even if the remaining directors so
elected do not constitute a quorum.

     (b)    Directors Elected by Preferred Stockholders. Any vacancy, by reason
of death, resignation, removal or otherwise, in the office of any Director
elected by the holders of shares of preferred stock, or (subject to the
provisions of Section 2(b) of Article III) any vacancy resulting from an
increase in the number of Directors elected by the holders of shares of
preferred stock, may be filled solely by the remaining Directors (or Director)
so elected, even if the remaining Directors so elected do not constitute a
quorum; provided, however, if preferred stock of any series is issued and, at
the time of such issuance, no existing Directors have been elected by preferred
stockholders, then a majority of the Corporation's Directors, whether or not
sufficient to constitute a quorum, may fill such vacancy or vacancies.

     (c)    Notwithstanding the foregoing, the provisions in (a) and (b) above,
are contingent upon the condition that immediately after filling any such
vacancy, at least two-thirds (2/3) of the

                                      -12-

<PAGE>

total Directors then holding office shall have been elected to such office by
the stockholders of the Corporation. In the event that at any time, other than
the time preceding the first annual stockholders' meeting, less than a majority
of the total Directors of the Corporation holding office at that time were
elected by the stockholders, a meeting of the stockholders shall be held
promptly and in any event within 60 days for the purpose of electing Directors
to fill any existing vacancies in the Board of Directors unless the Securities
and Exchange Commission shall by order extend such period.

Section 5. Removal. At any meeting of stockholders duly called and at which a
quorum is present, the stockholders of any class of stock may, by the
affirmative vote of the holders of at least two-thirds (2/3) of the votes
entitled to be cast thereon, remove for cause any Director or Directors of the
class from office.

Section 6. Place of Meeting. The Directors may hold their meetings, have one or
more offices, and keep the books of the Corporation, outside the State of
Maryland, and within or without the United States of America, 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; provided, however, that Board meetings
shall not be held in Australia.

Section 7. Annual and Regular Meetings. The annual meeting of the Board of
Directors for choosing officers and transacting other proper business shall be
the next regularly scheduled

                                      -13-

<PAGE>

Board Meeting following the annual stockholders' meeting, at such time and place
as the Board may determine. The Board of Directors from time to time may provide
by resolution for the holding of regular meetings and fix their time and place
as the Board of Directors may determine. Notice of such annual and regular
meetings need not be in writing, provided that notice of any change in the time
or place of such meetings shall be communicated promptly to each Director not
present at the meeting at which such change was made in the manner provided in
Section 8 of this Article III for notice of special meetings. Members of the
Board of Directors or any committee designated thereby may participate in a
meeting of such Board or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time, and participation by such means
shall constitute presence in person at a meeting.

Section 8. Special Meetings. Special meetings of the Board of Directors may be
held at any time or place and for any purpose when called by the President, the
Secretary or two or more of the Directors. Notice of special meetings, stating
the time and place, shall be communicated to each Director personally by
telephone or transmitted to him by telegraph, telefax, telex, cable, wireless,
electronic mail, or any other electronic method, at least one day before the
meeting.

Section 9. Waiver of Notice. No notice of any meeting of the Board of Directors
or a committee of the Board need be given to any Director who is present at the
meeting or who waives notice of such meeting in writing (which waiver shall be
filed with the records of such meeting), either before or after the meeting.

                                      -14-

<PAGE>

Section 10. Quorum and Voting. At all meetings of the Board of Directors, the
presence of a majority of the number of Directors then in office shall
constitute a quorum for the transaction of business. In the absence of a quorum,
a majority of the Directors present may adjourn the meeting, from time to time,
until a quorum shall be present. The action of a majority of the Directors
present at a meeting at which a quorum is present shall be the action of the
Board of Directors, unless the concurrence of a greater proportion is required
for such action by law, by the Charter or by these By-Laws.

Section 11. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if a written consent to such action is signed by all
members of the Board or of any committee, as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or committee.

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 determined by resolution of the Board of Directors.

                                   ARTICLE IV

                                   COMMITTEES

Section 1.  Organization. By resolution adopted by the Board of Directors, the
Board may designate one or more committees, including an Executive Committee,
composed of two or more Directors. The Chairmen of such committees shall be
elected by the Board of Directors. The Board of Directors shall have the power
at any time to change the members of such committees

                                      -15-

<PAGE>

and to fill vacancies in the committees. The Board may delegate to these
committees any of its powers, except the power to authorize the issuance of
stock (other than as provided in the next sentence), declare a dividend or
distribution on stock, recommend to stockholders any action requiring
stockholder approval, amend these By-Laws, or approve any merger or share
exchange which does not require stockholder approval. If the Board of Directors
has given general authorization for the issuance of stock, a committee of the
Board, in accordance with a general formula or method specified by the Board by
resolution or by adoption of a stock option or other plan, may fix the terms of
stock subject to classification or reclassification and the terms on which any
stock may be issued, including all terms and conditions required or permitted to
be established or authorized by the Board of Directors.

Section 2. Proceedings and Quorum. In the absence of an appropriate resolution
of the Board of Directors, each committee, consistent with law, may adopt such
rules and regulations governing its proceedings, quorum and manner of acting as
it shall deem proper and desirable. In the event any member of any committee is
absent from any meeting, the members thereof present at the meeting, whether or
not they constitute a quorum, may appoint a member of the Board of Directors to
act in the place of such absent member.

                                    ARTICLE V

                                    OFFICERS

Section 1. General. The officers of the Corporation shall be a President, a
Chairman (who shall be a Director), a Secretary and a Treasurer, and may include
one or more Vice Presidents,

                                      -16-

<PAGE>

Assistant Secretaries or Assistant Treasurers, and such other officers as may be
appointed in accordance with the provisions of Section 9 of this Article.

Section 2. Election, Tenure and Qualifications. The officers of the Corporation,
except those appointed as provided in Section 9 of this Article V, shall be
elected by the Board of Directors at its first meeting or such meetings as shall
be held prior to its first annual meeting, and thereafter annually at its annual
meeting. If any officers are not chosen at any annual meeting, such officers may
be chosen at any subsequent regular or special meeting of the Board. Except as
otherwise provided in this Article V, each officer chosen by the Board of
Directors shall hold office until the next annual meeting of the Board of
Directors and until his successor shall have been elected and qualified. Any
person may hold one or more offices of the Corporation except the offices of
President and Vice President.

Section 3. Removal and Resignation. Whenever in the judgment of the Board of
Directors the best interest of the Corporation will be served thereby, any
officer may be removed from office by the vote of a majority of the members of
the Board of Directors given at a regular meeting or any special meeting called
for such purpose. Any officer may resign his office at any time by delivering a
written resignation to the Board of Directors, the President, the Secretary, or
any Assistant Secretary. Unless otherwise specified therein, such resignation
shall take effect upon delivery.

Section 4. President. The President shall be the chief executive officer of the
Corporation and he shall preside at all stockholders' meetings. Subject to the
supervision of the Board of Directors, he shall have general charge of the
business, affairs and property of the Corporation

                                      -17-

<PAGE>

and general supervision over its officers, employees and agents. Except as the
Board of Directors may otherwise order, he may sign in the name and on behalf of
the Corporation all deeds, bonds, contracts, or agreements. He shall exercise
such other powers and perform such other duties as from time to time may be
assigned to him by the Board of Directors.

Section 5. Chairman. The Chairman shall be the Chairman of the Board of
Directors and shall preside at all Directors' meetings. Except as the Board of
Directors may otherwise order, he may sign in the name and on behalf of the
Corporation all deeds, bonds, contracts, or agreements. He shall exercise such
other powers and perform such other duties as from time to time may be assigned
to him by the Board of Directors.

Section 6. Vice President. The Board of Directors may from time to time elect
one or more Vice Presidents who shall have such powers and perform such duties
as from time to time may be assigned to them by the Board of Directors or the
President. At the request or in the absence or disability of the President, the
Vice President (or, if there are two or more Vice Presidents, then the senior of
the Vice Presidents present and able to act) may perform all the duties of the
President and, when so acting, shall have all the powers of and be subject to
all the restrictions upon the President.

Section 7. Treasurer and Assistant Treasurers. The Treasurer shall be the
principal financial and accounting officer of the Corporation and shall have
general charge of the finances and books of account of the Corporation. Except
as otherwise provided by the Board of Directors, he shall have general
supervision of the funds and property of the Corporation and of the performance
by the Custodian of its duties with respect thereto. He shall render to the
Board

                                      -18-

<PAGE>

of Directors, whenever directed by the Board, an account of the financial
condition of the Corporation and of all his transactions as Treasurer; and as
soon as possible after the close of each fiscal year he shall make and submit to
the Board of Directors a like report for such fiscal year. He shall perform all
acts incidental to the Office of Treasurer, subject to the control of the Board
of Directors.

         Any Assistant Treasurer may perform such duties of the Treasurer as the
Treasurer or the Board of Directors may assign, and, in the absence of the
Treasurer, he may perform all the duties of the Treasurer.

Section 8. Secretary and Assistant Secretaries. The Secretary shall attend to
the giving and serving of all notices of the Corporation and shall record all
proceedings of the meetings of the stockholders and Directors in books to be
kept for that purpose. He shall keep in safe custody the seal of the
Corporation, and shall have charge of the records of the Corporation, including
the stock books and such other books and papers as the Board of Directors may
direct and such books, reports, certificates and other documents required by law
to be kept, all of which shall at all reasonable times be open to inspection by
any Director. He shall perform such other duties as appertain to his office or
as may be required by the Board of Directors.

         Any Assistant Secretary may perform such duties of the Secretary as the
Secretary or the Board of Directors may assign, and, in the absence of the
Secretary, he may perform all the duties of the Secretary.

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<PAGE>

Section 9.  Subordinate Officers. The Board of Directors from time to time may
appoint such other officers or agents as it may deem advisable, each of whom
shall have such title, hold office for such period, have such authority and
perform such duties as the Board of Directors may determine. The Board of
Directors from time to time may delegate to one or more officers or agents the
power to appoint any such subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties.

Section 10. Remuneration. The salaries or other compensation of the officers of
the Corporation shall be fixed from time to time by resolution of the Board of
Directors, except that the Board of Directors may by resolution delegate to any
person or group of persons the power to fix the salaries or other compensation
of any subordinate officers or agents appointed in accordance with the
provisions of Section 9 of this Article V.

Section 11. Surety Bonds. The Board of Directors may require any officer or
agent of the Corporation to execute a bond (including, without limitation, any
bond required by the Investment Company Act of 1940, as amended, and the rules
and regulations of the Securities and Exchange Commission) to the Corporation in
such sum and with such surety or sureties as the Board of Directors may
determine, conditioned upon the faithful performance of his duties to the
Corporation, including responsibility for negligence and for the accounting of
any of the Corporation's property, funds or securities that may come into his
hands.

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<PAGE>

                                   ARTICLE VI

                                  CAPITAL STOCK

Section 1. Certificates of Stock. The interest of each stockholder of the
Corporation shall be evidenced by certificates for shares of stock in such form
as the Board of Directors may from time to time prescribe. No certificate shall
be valid unless it is signed by the President or a Vice President and
countersigned by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer of the Corporation and sealed with its seal, or bears the
facsimile signatures of such officers and a facsimile of such seal.

Section 2. Transfer of Shares. Shares of the Corporation shall be transferable
on the books of the Corporation by the holder thereof in person or by his duly
authorized attorney or legal representative upon surrender and cancellation of a
certificate or certificates for the same number of shares of the same class,
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. The shares of stock of the Corporation may be
freely transferred, and the Board of Directors may, from time to time, adopt
rules and regulations with reference to the method of transfer of the shares of
stock of the Corporation.

Section 3. Stock Ledgers. The stock ledgers of the Corporation, containing the
names and addresses of the stockholders and the number of shares held by them
respectively, shall be kept 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.

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<PAGE>

Section 4. Transfer Agents and Registrars. The Board of Directors may from time
to time appoint or remove transfer agents and/or registrars of transfers of
shares of stock of the Corporation, and it may appoint the same person as both
transfer agent and registrar. Upon any such appointment being made all
certificates representing shares of capital stock thereafter issued shall be
countersigned by one of such transfer agents or by one of such registrars of
transfers or by both and shall not be valid unless so countersigned. If the same
person shall be both transfer agent and registrar, only one countersignature by
such person shall be required.

Section 5. Fixing of Record Date. The Board of Directors may fix in advance a
date as a record date for the determination of the stockholders entitled to
notice of, or to vote at, any stockholders' meeting or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or to
receive payment of any dividend or other distribution or to be allotted any
other rights, or for the purpose of any other lawful action, provided that (1)
such record date shall not exceed 90 days preceding the date on which the
particular action requiring such determination will be taken; (2) the transfer
books shall remain open regardless of the fixing of a record date; (3) in the
case of a meeting of stockholders, the record date shall be at least 10 days
before the date of the meeting; and (4) in the event a dividend or other
distribution is declared, the record date for stockholders entitled to a
dividend or distribution shall be at least 10 days after the date on which the
dividend is declared (declaration date).

Section 6. Lost, Stolen or Destroyed Certificates. Before issuing a new
certificate for stock of the Corporation alleged to have been lost, stolen or
destroyed, the Board of Directors or any officer authorized by the Board may, in
its discretion, require the owner of the lost, stolen or

                                      -22-

<PAGE>

destroyed certificate (or his legal representative) to give the Corporation a
bond or other indemnity, in such form and in such amount as the Board or any
such officer may direct and with such surety or sureties as may be satisfactory
to the Board or any such officer, sufficient to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.

                                   ARTICLE VII

                           FISCAL YEAR AND ACCOUNTANT

Section 1. Fiscal Year. The fiscal year of the Corporation shall, unless
otherwise ordered by the Board of Directors, be twelve calendar months ending on
the 31st day of October.

Section 2. Accountant. The Corporation shall employ an independent public
accountant or a firm of independent public accountants as its Accountants to
examine the accounts of the Corporation and to sign and certify financial
statements filed by the Corporation. The employment of the Accountant shall be
conditioned upon the right of the Corporation to terminate the employment
forthwith without any penalty by vote of a majority of the outstanding voting
securities at any stockholders' meeting called for that purpose.

                                  ARTICLE VIII

                              CUSTODY OF SECURITIES

Section 1. Employment of a Custodian. The Corporation shall place and at all
times maintain in the custody of a Custodian (including any sub-custodian for
the Custodian) all funds, securities and similar investments owned by the
Corporation. The Custodian (and any sub-custodian) shall be a bank or trust
company of good standing having a capital, surplus and

                                      -23-

<PAGE>

undivided profits aggregating not less than fifty million dollars ($50,000,000)
or such other financial institution as shall be permitted by rule or order of
the United States Securities and Exchange Commission. The Custodian shall be
appointed from time to time by the Board of Directors, which shall fix its
remuneration.

Section 2. Termination of Custodian Agreement. Upon termination of the agreement
for services with the Custodian or inability of the Custodian to continue to
serve, the Board of Directors shall promptly appoint a successor Custodian, but
in the event that no successor Custodian can be found who has the required
qualifications and is willing to serve, the Board of Directors shall call as
promptly as possible a special meeting of the stockholders to determine whether
the Corporation shall function without a Custodian or shall be liquidated. If so
directed by vote of the holders of a majority of the outstanding shares of stock
of the Corporation, the Custodian shall deliver and pay over all property of the
Corporation held by it as specified in such vote.

                                   ARTICLE IX

                   INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 1. Indemnification of Directors and Officers. The Corporation shall
indemnify its Directors and officers to the fullest extent permitted by the
Maryland General Corporation Law and the Investment Company Act of 1940, as
amended (the "1940 Act"). The Corporation shall indemnify its Directors and
officers who, while serving as Directors or officers, also serve at the request
of the Corporation as a director, officer, partner, trustee, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust, other
enterprise or employee benefit plan to

                                      -24-

<PAGE>

the fullest extent consistent with law. The indemnification and other rights
provided by this Article shall continue as to a person who has ceased to be a
Director or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person. This Article shall not protect any such person
against any liability to the Company or any stockholder thereof to which such
person would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office ("disabling conduct").

Section 2. Advances. Any current or former Director or officer of the
Corporation seeking indemnification within the scope of this Article shall be
entitled to advances from the Corporation for payment of the reasonable expenses
incurred by him in connection with the matter as to which he is seeking
indemnification in the manner and to the fullest extent permissible under the
Maryland General Corporation Law and the 1940 Act, without a preliminary
determination of entitlement to indemnification (except as provided below). The
person seeking advances shall provide to the Corporation a written affirmation
of his good faith belief that the standard of conduct necessary for
indemnification by the Corporation has been met and a written undertaking to
repay any such advance if it should ultimately be determined that the standard
of conduct has not been met. In addition, at least one of the following
additional conditions shall be met: (i) the person seeking advances shall
provide security in form and amount acceptable to the Corporation for his
undertaking; (ii) the Corporation is insured against losses arising by reason of
the advance; or (iii) a majority of a quorum of Directors of the Corporation who
are neither "interested persons" as defined in section 2(a)(19) of the 1940 Act
nor parties to the proceeding ("disinterested non-party directors"), or
independent legal counsel,

                                      -25-

<PAGE>

in a written opinion, shall have determined, based on a review of facts readily
available to the Corporation at the time the advance is proposed to be made,
that there is reason to believe that the person seeking indemnification will
ultimately be found to be entitled to indemnification.

Section 3. Procedure. At the request of any person claiming indemnification
under this Article, the Board of Directors shall determine, or cause to be
determined, in a manner consistent with the Maryland General Corporation Law and
the 1940 Act, whether the standards required by this Article have been met.
Indemnification shall be made only following: (i) a final decision on the merits
by a court or other body before whom the proceeding was brought that the person
to be indemnified was not liable by reason of disabling conduct or (ii) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that the person to be indemnified was not liable by reason of
disabling conduct by (A) the vote of a majority of a quorum of disinterested
non-party directors or (B) an independent legal counsel in a written opinion.

Section 4. Indemnification of Employees and Agents. Employees and agents who are
not officers or Directors of the Corporation may be indemnified, and reasonable
expenses may be advanced to such employees or agents, as may be provided by
action of the Board of Directors or by contract, subject to any limitations
imposed by the Investment Company Act of 1940, as amended.

Section 5. Other Rights. The Board of Directors may make further provision
consistent with law for indemnification and advance of expenses to Directors,
officers, employees and agents by resolution, agreement or otherwise. The
indemnification provided by this Article shall

                                      -26-

<PAGE>

not be deemed exclusive of any other right, with respect to indemnification or
otherwise, to which those seeking indemnification may be entitled under any
insurance or other agreement or resolution of stockholders or disinterested
directors or otherwise.

Section 6. Amendments. References in the Article are to the Maryland General
Corporation Law and to the Investment Company Act of 1940, as amended. No
amendment of these By-Laws shall affect any right of any person under this
Article based on any event, omission or proceeding prior to the amendment.

Section 7. 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 who, while a Director, officer, employee or agent of the
Corporation, 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, other enterprise or employee
benefit plan, against any liability asserted against and incurred by such person
in any such capacity or arising out of such person's position; provided that no
insurance may be purchased by the Corporation on behalf of any person against
any liability to the Corporation or to its stockholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.

                                    ARTICLE X

                                   AMENDMENTS

Section 1. General. Except as otherwise provided in the Charter or any Articles
Supplementary of the Fund, and as provided in the next succeeding sentence, all
By-Laws of the

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<PAGE>

Corporation, whether adopted by the Board of Directors or the stockholders,
shall be subject to amendment, alteration or repeal, and new By-Laws may be made
by the affirmative vote of a majority of either: (a) the holders of record of
the outstanding shares of stock of the Corporation entitled to vote, at any
annual or special meeting, the notice or waiver of notice of which shall have
specified or summarized the proposed amendment, alteration, repeal or new
By-Law; or (b) the Directors, at any regular or special meeting the notice or
waiver of notice of which shall have specified or summarized the proposed
amendment, alteration, repeal or new By-Law.

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