exhibit b - By-laws

EX-99.B 4 exb.htm BY-LAWS OF REGISTRANT exhibit b - By-laws

AMERICAN SKANDIA ADVISOR FUNDS, INC.

BY-LAWS

ARTICLE I

STOCKHOLDERS
------------

1.01. Annual Meetings. The Corporation is not required to hold an annual meeting of its
---------------
stockholders in any year in which the election of directors is not required to be acted upon under the Investment
Company Act of 1940. If the Corporation is required by the Investment Company Act of 1940 to hold a meeting of
stockholders to elect directors, such meeting shall be held at a date and time set by the Board of Directors in
accordance with the Investment Company Act of 1940 and no later than 120 days after the occurrence of the event
requiring the meeting. Any stockholders' meeting held in accordance with the preceding sentence shall for all
purposes constitute the annual meeting of stockholders for the fiscal year of the Corporation in which the
meeting is held. Except as the charter or statute provides otherwise, any business may be considered at an
annual meeting without the purpose of the meeting having been specified in the notice. Failure to hold an annual
meeting does not invalidate the Corporation's existence or affect any otherwise valid corporate acts.

1.02. Special Meetings. At any time in the interval between annual meetings, a special
----------------
meeting of stockholders may be called by the Chairman of the Board or the President or by a majority of the Board
of Directors by vote at a meeting or in writing (addressed to the Secretary of the Corporation) with or without a
meeting. Special meetings of the stockholders shall be called as may be required by law. The Board of Directors
of the Corporation shall call a special meeting of stockholders, in its discretion, on the written request of
stockholders holding at least 10 percent of outstanding shares of a Fund. 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 shall inform the
stockholders who make the request of the reasonably estimated costs of preparing and mailing a notice of the
meeting and, on payment of these costs to the Corporation, notify each stockholder entitled to notice of the
meeting.

1.03. Place of Meetings. Meetings of stockholders shall be held at such place in the
-----------------
United States as is set from time to time by the Board of Directors.

1.04. Notice of Meetings; Waiver of Notice. Not less than ten nor more than 90 days
------------------------------------
before each stockholders' meeting, the Secretary shall give written notice of the meeting to each stockholder
entitled to vote at the meeting and each other stockholder entitled to notice of the meeting. The notice shall
state the time and place of the meeting and, if the meeting is a special meeting or notice of the purpose is
required by statute, the purpose of the meeting. Notice is given to a stockholder when it is personally
delivered to him, left at his residence or usual place of business, or mailed to him at his address as it appears
on the records of the Corporation. Notwithstanding the foregoing provisions, each person who is entitled to
notice waives notice if he before or after the meeting signs a waiver of the notice which is filed with the
records of stockholders' meetings, or is present at the meeting in person or by proxy.

1.05. Quorum; Voting. Unless statute or the charter provides otherwise, at a meeting of
--------------
stockholders the presence in person or by proxy of stockholders entitled to cast a majority of all the votes
entitled to be cast at the meeting constitutes a quorum, except that where the holders of any Fund or class of
shares are entitled to vote as a separate class (such Fund or class being referred to as a "Separate Class") or
where holders of two or more (but not all) Funds or classes of shares are required to vote as a single class
(such Funds or classes being referred to as a "Combined Class"), the presence in person or by proxy of the
holders of a majority of the shares of that Separate Class or Combined Class, as the case may be, entitled to
vote thereat shall constitute a quorum for such vote. A majority of all the votes cast at a meeting at which a
quorum is present is sufficient to approve any matter which properly comes before the meeting, except that a
plurality of all the votes cast at a meeting at which a quorum is present is sufficient to elect a director.

1.06. Adjournments. Whether or not a quorum is present, a meeting of stockholders
------------
convened on the date for which it was called may be adjourned from time to time without further notice by a
majority vote of the stockholders present in person or by proxy to a date not more than 120 days after the
original record date. If a quorum with respect to a Separate Class or a Combined Class, as the case may be,
shall not be present or represented at any meeting of stockholders, the holders of a majority of the shares of
such Separate Class or such Combined Class, as the case may be, present in person or by proxy and entitled to
vote shall have power to adjourn the meeting from time to time as to such Separate Class or such Combined Class,
as the case may be, without notice other than announcement at the meeting, until the requisite number of shares
entitled to vote at such meeting shall be present. Any business which might have been transacted at the meeting
as originally notified may be deferred and transacted at any such adjourned meeting at which a quorum shall be
present.

1.07. General Right to Vote; Proxies. Unless the charter provides for a greater or
------------------------------
lesser number of votes per share or limits or denies voting rights, each outstanding share of stock, regardless
of the Fund or class, is entitled to one vote on each matter submitted to a vote at a meeting of stockholders.
In all elections for directors, each share of stock may be voted for as many individuals as there are directors
to be elected and for whose election the share is entitled to be voted. A stockholder may vote the stock he owns
of record either in person or by proxy as provided by statute. Unless a proxy provides otherwise, it shall not
be valid for more than eleven months after its date.

1.08. List of Stockholders. At each meeting of stockholders, a full, true and complete
--------------------
list of all stockholders entitled to vote at such meeting, showing the number and class of shares held by each
and certified by the transfer agent for such Fund or class or by the Secretary, shall be furnished by the
Secretary.

1.09. Conduct of Business and Voting. At all meetings of stockholders, unless the voting
------------------------------
is conducted by inspectors, the proxies and ballots shall be received, and all questions touching the
qualification of voters and the validity of proxies, the acceptance or rejection of votes and procedures for the
conduct of business not otherwise specified by these By-Laws, the charter or law, shall be decided or determined
by the chairman of the meeting. If demanded by stockholders, present in person or by proxy, entitled to cast 10
percent in number of votes entitled to be cast, or if ordered by the chairman, the vote upon any election or
question shall be taken by ballot and, upon like demand or order, the voting shall be conducted by one or more
inspectors, in which event the proxies and ballots shall be received, and all questions touching the
qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided, by
such inspectors. Unless so demanded or ordered, no vote need be by ballot and voting need not be conducted by
inspectors. The stockholders at any meeting may choose an inspector or inspectors to act at such meeting, and in
default of such election the chairman of the meeting may appoint an inspector or inspectors. No candidate for
election as a director at a meeting shall serve as an inspector thereat.

1.10. Action by Written Consent. Any action required or permitted to be taken at a
-------------------------
meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders'
meetings an unanimous written consent which sets forth the action and is signed by each stockholder entitled to
vote on the matter and a written waiver of any right to dissent signed by each stockholder entitled to notice of
the meeting but not entitled to vote at it.

ARTICLE II

BOARD OF DIRECTORS
------------------

2.01. Function of Directors. The business and affairs of the Corporation shall be
---------------------
managed under the direction of its Board of Directors. All powers of the Corporation may be exercised by or
under authority of the Board of Directors, except as conferred on or reserved to the stockholders by statute or
by the charter or By-Laws. The Board may delegate the duty of management of the assets and the administration of
the day-to-day operations of the Corporation to one or more entities or individuals pursuant to a written
contract or contracts which have obtained the approvals, including the approval of renewals thereof, required by
the Investment Company Act of 1940.

2.02. Number of Directors. The Corporation shall have at least three directors; provided
-------------------
that, if there is no stock outstanding, the number of directors may be less than three but not less than one,
and, if there is stock outstanding and so long as there are fewer than three stockholders, unless provided
otherwise by the charter, the number of directors may be less than three but not less than the number of
stockholders. The Corporation shall have the number of directors provided in its charter until changed as herein
provided. Unless statute or the charter provides otherwise, a majority of the entire Board of Directors may
alter the number of directors set by the charter to a number not exceeding 25 nor less than the minimum number
then permitted herein, but the action may not affect the tenure of office of any director.

2.03. Election and Tenure of Directors. At each annual meeting, the stockholders shall
--------------------------------
elect directors to hold office until the next annual meeting and until their successors are elected and qualify.

2.04. Removal of Directors. Unless the charter of the Corporation provides otherwise,
--------------------
the stockholders of the Corporation may remove any director, with or without cause, by the affirmative vote of a
majority of all the votes entitled to be cast for the election of directors.

2.05. Vacancy on Board. The stockholders may elect a successor to fill a vacancy on the
----------------
Board of Directors which results from the removal of a director by the stockholders. A director elected by the
stockholders to fill a vacancy which results from the removal of a director serves for the balance of the term of
the removed director. Unless otherwise provided by statute or the charter, a majority of the remaining
directors, whether or not sufficient to constitute a quorum, may fill a vacancy on the Board of Directors which
results from any cause except an increase in the number of directors and a majority of the entire Board of
Directors may fill a vacancy which results from an increase in the number of directors. A director elected by
the Board of Directors to fill a vacancy serves until the next annual meeting of stockholders and until his
successor is elected and qualifies.

2.06. Regular Meetings. After each meeting of stockholders at which directors shall have
----------------
been elected, the Board of Directors shall meet as soon as practicable for the purpose of organization and the
transaction of other business. In the event that no other time and place are specified by resolution of the
Board, the President or Chairman with notice in accordance with Section 2.08, the Board of Directors shall meet
immediately following the close of, and at the place of, such stockholders' meeting. Any other regular meeting
of the Board of Directors shall be held on such date and at any place as may be designated from time to time by
the Board of Directors.

2.07. Special Meetings. Special meetings of the Board of Directors may be called at any
----------------
time by the Chairman of the Board or the President or by the Board of Directors by vote at a meeting, or in
writing with or without a meeting. A special meeting of the Board of Directors shall be held on such date and at
any place as may be designated from time to time by the Board of Directors. In the absence of designation such
meeting shall be held at such place as may be designated in the call.

2.08. Notice of Meetings; Waiver of Notice. Except as provided in Section 2.06, the
------------------------------------
Secretary shall give notice to each director of each regular and special meeting of the Board of Directors. The
notice shall state the time and place of the meeting. Notice is given to a director when it is delivered
personally to him, left at his residence or usual place of business, or sent by telegraph, facsimile transmission
or telephone, at least 24 hours before the time of the meeting or, in the alternative, by mail to his address as
it shall appear on the records of the Corporation at least 72 hours before the time of the meeting. Unless
statute, the By-Laws or a resolution of the Board of Directors provides otherwise, the notice need not state the
business to be transacted at or the purposes of any regular or special meeting of the Board of Directors. No
notice of any meeting of the Board of Directors need be given to any director who attends, or to any director
who, in a writing executed and filed with the records of the meeting either before or after the holding thereof,
waives such notice. Any meeting of the Board of Directors, regular or special, may adjourn from time to time to
reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than
by announcement.

2.09. Action by Directors. Unless statute or the charter or the By-Laws requires a
-------------------
greater proportion, the action of a majority of the directors present at a meeting at which a quorum is present
is action of the Board of Directors. A majority of the entire Board of Directors shall constitute a quorum for
the transaction of business. In the absence of a quorum, the directors present by majority vote and without
notice other than by announcement may adjourn the meeting from time to time until a quorum shall attend. At any
such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified. Unless otherwise provided by statute or regulation, any action
required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, if an
unanimous written consent which sets forth the action is signed by each member of the Board and filed with the
minutes of proceedings of the Board.

2.10. Participation by Telephone. Members of the Board of Directors may participate in a
--------------------------
meeting by means of a conference telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Unless provided otherwise by statute or regulation,
participation in a meeting by these means constitutes presence in person at the meeting[, but shall not
constitute attendance for the purpose of compensation pursuant to Section 2.11].

2.11. Compensation. By resolution of the Board of Directors a fixed sum and expenses, if
------------
any, for attendance at each regular or special meeting of the Board of Directors or of committees thereof, and
other compensation for their services as such or on committees of the Board of Directors, may be paid to
directors. A director who serves the Corporation in any other capacity also may receive compensation for such
other services, pursuant to a resolution of the Board of Directors.

ARTICLE III

COMMITTEES
----------

3.01. Committees. The Board of Directors may appoint from among its members an Executive
----------
Committee and other committees comprised of two or more directors and delegate to these committees any of the
powers of the Board of Directors, except the power to declare dividends or other distributions on stock, elect
directors, issue stock other than as provided in the next sentence, recommend to the stockholders any action
which requires stockholder approval, amend the 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.

3.02. Committee Procedure. Each committee may fix rules of procedure for its business.
-------------------
A majority of the members of a committee shall constitute a quorum for the transaction of business and the action
of a majority of those present at a meeting at which a quorum is present shall be action of the committee. The
members of a committee present at any meeting, whether or not they constitute a quorum, may appoint a director to
act in the place of an absent member. Any action required or permitted to be taken at a meeting of a committee
may be taken without a meeting, if an unanimous written consent which sets forth the action is signed by each
member of the committee and filed with the minutes of the committee. The members of a committee may conduct any
meeting thereof by telephone in accordance with the provisions of Section 2.10.

3.03. Emergency. In the event of a state of disaster of sufficient severity to prevent
---------
the conduct and management of the affairs and business of the Corporation by its directors and officers as
contemplated by the charter and these By-Laws, any two or more available members of the then incumbent Executive
Committee shall constitute a quorum of that Committee for the full conduct and management of the affairs and
business of the Corporation in accordance with the provisions of Section 3.01. In the event of the
unavailability, at such time, of a minimum of two members of the then incumbent Executive Committee, the
available directors shall elect an Executive Committee comprised of any two members of the Board of Directors,
whether or not they be officers of the Corporation, which two members shall constitute the Executive Committee
for the full conduct and management of the affairs of the Corporation in accordance with the foregoing provisions
of this Section 3.03. This Section 3.03 shall be subject to implementation by resolution of the Board of
Directors passed from time to time for that purpose, and any provisions of the By-Laws (other than this Section)
and any resolutions which are contrary to the provisions of this Section or to the provisions of any such
implementing resolutions shall be suspended until it shall be determined by any interim Executive Committee
acting under this Section that it shall be to the advantage of the Corporation to resume the conduct and
management of its affairs and business under all the other provisions of these By-Laws.

ARTICLE IV

OFFICERS
--------

4.01. Executive and Other Officers. The Corporation shall have a President, a Secretary
----------------------------
and a Treasurer. It may also have a Chairman of the Board. The Board of Directors shall designate who shall
serve as President, who shall have general supervision of the business and affairs of the Corporation, and may
designate a chief operating officer, who shall have supervision of the operations of the Corporation. In the
absence of any designation the Chairman of the Board, if there be one, shall serve as President. The same person
may hold the office of Chairman of the Board and President. The Corporation may also have one or more
Vice-Presidents, assistant officers and subordinate officers as may be established by the Board of Directors. A
person may hold more than one office in the Corporation except that no person may serve concurrently as both
President and Vice-President of the Corporation. The Chairman of the Board shall be a director. The other
officers may be directors. The Chairman of the Board, if one be elected, or the President shall preside at all
meetings of the Board of Directors and of the stockholders.

4.02. Chairman of the Board. Unless otherwise specified by the Board of Directors, the
---------------------
Chairman of the Board shall be the President of the Corporation and perform the duties customarily performed by
presidents, and may perform any duties of the President. In general, he shall perform all such duties as are
from time to time assigned to him by the Board of Directors.

4.03. President. Unless otherwise specified by the Board of Directors, the President
---------
shall be the Chief Operating Officer of the Corporation and perform the duties customarily performed by chief
operating officers. He or she may sign and execute, in the name of the Corporation, all authorized deeds,
mortgages, bonds, contracts or other instruments, except in cases in which the signing and execution thereof
shall have been expressly delegated to some other officer or agent of the Corporation. In general, he or she
shall perform all duties usually performed by a president of a corporation and such other duties as are from time
to time assigned to him or her by the Board of Directors or the Chairman of the Board of the Corporation.

4.04. Vice-Presidents. The Vice-President or Vice-Presidents, at the request of the
---------------
President, or in the President's absence or during his inability to act, shall perform the duties and exercise
the functions of the President, and when so acting shall have the powers of the President. If there be more than
one Vice-President, the Board of Directors may determine which one or more of the Vice-Presidents shall perform
any of such duties or exercise any of such functions, or if such determination is not made by the Board of
Directors, the President may make such determination; otherwise any of the Vice-Presidents may perform any of
such duties or exercise any of such functions. The Vice-President or Vice-Presidents shall have such other
powers and perform such other duties, and have such additional descriptive designations in their titles (if any),
as are from time to time assigned to them by the Board of Directors or the President.

4.05. Secretary. The Secretary shall keep the minutes of the meetings of the
---------
stockholders, of the Board of Directors and of any committees, in books provided for that purpose; he shall see
that all notices are duly given in accordance with the provisions of the By-Laws or as required by law; he shall
be custodian of the records of the Corporation; he may witness any document on behalf of the Corporation, the
execution of which is duly authorized, see that the corporate seal is affixed where such document is required or
desired to be under its seal, and, when so affixed, may attest the same; and, in general, he shall perform all
duties incident to the office of a secretary of a corporation, and such other duties as are from time to time
assigned to him by the Board of Directors or the President.

4.06. Treasurer. The Treasurer shall have charge of and be responsible for all funds,
---------
securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the
name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other
depositories as shall, from time to time, be selected by the Board of Directors; he or she shall render to the
President and to the Board of Directors, whenever requested, an account of the financial condition of the
Corporation; and, in general, he shall perform all the duties incident to the office of a treasurer of a
corporation, and such other duties as are from time to time assigned to him or her by the Board of Directors or
the President.

4.07. Assistant and Subordinate Officers. The assistant and subordinate officers of the
----------------------------------
Corporation are all officers below the office of Vice-President, Secretary or Treasurer. The assistant or
subordinate officers shall have such duties as are from time to time assigned to them by the Board of Directors
or the President.

4.08. Election, Tenure and Removal of Officers. The Board of Directors shall elect the
----------------------------------------
officers of the Corporation. The Board of Directors may from time to time authorize any committee or officer to
appoint assistant and subordinate officers. Election or appointment of an officer, employee or agent shall not
of itself create contract rights. All officers shall be elected or appointed to hold their respective offices
during the pleasure of the Board. The Board of Directors (or, as to any assistant or subordinate officer, any
committee or officer authorized by the Board) may remove an officer at any time. The removal of an officer does
not prejudice any of his contract rights. The Board of Directors (or, as to any assistant or subordinate
officer, any committee or officer authorized by the Board) may fill a vacancy which occurs in any office.

4.09. Compensation. The Board of Directors shall have power to fix the salaries and
------------
other compensation and remuneration, of whatever kind, of all officers of the Corporation. It may authorize any
committee or officer, upon whom the power of appointing assistant and subordinate officers may have been
conferred, to fix the salaries, compensation and remuneration of such assistant and subordinate officers.

ARTICLE V

INDEMNIFICATION
---------------

5.01. Indemnification. Any indemnification by the Corporation for a specific action,
---------------
suit or proceeding shall (unless ordered by a court) be made by the Corporation only upon (a) a final decision on
the merits by a court or other body before whom the action, suit or proceeding was brought that a person
permitted by the charter to seek indemnification (the "Covered Person") was not liable by reason of Disabling
Conduct (hereafter defined), (b) dismissal of the proceeding against the Covered Person for insufficiency of
evidence of any Disabling Conduct, or (c) a reasonable determination, based upon a review of the facts, by a
majority of a quorum of the directors who are neither "interested persons" of the Corporation as defined in the
Investment Company Act of 1940 nor parties to the proceeding ("Disinterested, Non-Party Directors"), or an
independent legal counsel in a written opinion, that the Covered Person was not liable by reason of Disabling
Conduct. Disabling Conduct includes (a) liability in connection with any proceeding in which it is determined
that (i) the act or omission of the Covered Person was material to the matter giving rise to the proceeding, and
was committed in bad faith or was the result of active and deliberate dishonesty, or (ii) the Covered Person
actually received an improper personal benefit in money, property or services, or (iii) in the case of any
criminal proceeding, the Covered Person had reasonable cause to believe that the act or omission was unlawful,
and (b) liability to the Corporation or its stockholders to which the Covered 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 or her office. The termination of any proceeding by judgment, order or settlement shall not
create a presumption that the Covered Person did not meet the required standard of conduct; the termination of
any proceeding by conviction, or a plea of nolo contendere or its equivalent, or an entry of an order of
probation prior to judgment, shall create a rebuttable presumption that the Covered Person did not meet the
required standard of conduct. Any determination pursuant to this Section 7.01 shall not prevent recovery from
any Covered Person of any amount paid to him in accordance with this By-Law as indemnification if such Covered
Person is subsequently adjudicated by a court of competent jurisdiction to be liable by reason of Disabling
Conduct.

5.02. Enforcement of Indemnification Right. Any indemnification, or payment of expenses
------------------------------------
in advance of the final disposition of any action, suit or proceeding, shall be made promptly, and in any event
within 60 days, upon the written request of the Covered Person. The right to indemnification and advances
hereunder shall be enforceable by the Covered Person in any court of competent jurisdiction, if (i) the
Corporation denies such request, in whole or in part, or (ii) no disposition thereof is made within 60 days. The
Covered Person's costs and expenses incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any such action shall also be reimbursed by the Corporation. It shall
be a defense to any action for advance for expenses that (a) a determination has been made that the facts then
known to those making the determination would preclude indemnification or (b) the Corporation has not received
both (i) an undertaking as required by law to repay such advances in the event it shall ultimately be determined
that the standard of conduct has not been met and (ii) a written affirmation by the Covered Person of such
Covered Person's good faith belief that the standard of conduct necessary for indemnification by the Corporation
has been met.

5.03. Advance Payment of Expenses. Reasonable expenses (including attorney's fees)
---------------------------
incurred by a Covered Person may be paid or reimbursed by the Corporation in advance of the final disposition of
an action, suit or proceeding upon receipt by the Corporation of (i) a written affirmation by the Covered Person
of his good faith belief that the standard of conduct necessary for indemnification under this By-Law has been
met and (ii) a written undertaking by or on behalf of the Covered Person to repay the amount if it is ultimately
determined that such standard of conduct has not been met, so long as either (A) the Covered Person has provided
a security for his undertaking, (B) the Corporation is insured against losses arising by reason of any lawful
advances, or (C) a majority of a quorum of the Disinterested, Non-Party Directors, or an independent legal
counsel in a written opinion, has determined, based on a review of readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the Covered Person ultimately will be found entitled to
indemnification.

5.04. Exclusivity, Etc. The indemnification and advance of expenses provided by this
-----------------
By-Law shall not be deemed exclusive of any other rights to which a Covered Person seeking indemnification or
advance of expenses may be entitled under any law (common or statutory), or any agreement, vote of stockholders
or disinterested directors, or other provision that is consistent with law, both as to action in an official
capacity and as to action in another capacity while holding office or while employed by or acting as agent for
the Corporation, shall continue in respect of all events occurring while the Covered Person was a director or
officer after such Covered Person has ceased to be a director or officer, and shall inure to the benefit of the
estate, heirs, executors and administrators of such Covered Person. The Corporation shall not be liable for any
payment under this By-Law in connection with a claim made by a director or officer to the extent such director or
office has otherwise actually received payment under an insurance policy, agreement, vote or otherwise. All
rights to indemnification and advance of expenses under the charter and hereunder shall be deemed to be a
contract between the Corporation and each director or officer of the Corporation who serves or served in such
capacity at any time while this By-Law is in effect. Nothing herein shall prevent the amendment of this By-Law,
provided that no such amendment shall diminish the rights of any Covered Person hereunder with respect to events
occurring or claims made before its adoption or as to claims made after its adoption in respect of events
occurring before its adoption. Any repeal or modification of this By-Law shall not in any way diminish any
rights to indemnification or advance of expenses of a Covered Person or the obligations of the Corporation
arising hereunder with respect to events occurring, or claims made, while this By-Law or any provision hereof is
in force.

5.05. Insurance. The Corporation may purchase and maintain insurance on behalf of any
---------
Covered Person against any liability asserted against him and incurred by him in any such capacity, or arising
out of his status as such; provided, however, that the Corporation shall not purchase insurance to indemnify any
Covered Person against liability for Disabling Conduct.

5.06. Severability: Definitions. The invalidity or unenforceability of any provision of
-------------------------
this Article V shall not affect the validity or enforceability of any other provision hereof. The phrase "this
By-Law" in this Article V means this Article V in its entirety.

ARTICLE VI

STOCK
-----

6.01. Certificates for Stock. The Board of Directors may determine to issue certificated
----------------------
or uncertificated shares of capital stock and other securities of the Corporation. For certificated stock, each
stockholder is entitled to certificates which represent and certify the shares of stock he holds in the
Corporation. Each stock certificate shall include on its face the name of the Corporation, the name of the
stockholder or other person to whom it is issued, and the class or series of stock and number of shares it
represents. It shall also include a statement which provides in substance that: the Corporation will furnish to
any stockholder on request and without charge a full statement of the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms
and conditions of redemption of the stock of each class which the Corporation is authorized to issue, of the
differences in the relative rights and preferences between the shares of each series of a preferred or special
class in series which the Corporation is authorized to issue, to the extent they have been set, and of the
authority of the Board of Directors to set the relative rights and preferences of subsequent series of a
preferred or special class of stock and any restrictions on transferability. Such request may be made to the
Secretary or to its transfer agent. Upon the issuance of uncertificated shares of capital stock, the Corporation
shall send the stockholder a written statement of the same information required on the certificate. It shall be
in such form, not inconsistent with law or with the charter, as shall be approved by the Board of Directors or
any officer or officers designated for such purpose by resolution of the Board of Directors. Each stock
certificate shall be signed by the Chairman of the Board, the President, or a Vice-President, and countersigned
by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer. Each certificate may be
sealed with the actual corporate seal or a facsimile of it or in any other form and the signatures may be either
manual or facsimile signatures. A certificate is valid and may be issued whether or not an officer who signed it
is still an officer when it is issued.

6.02. Transfers. The Board of Directors shall have power and authority to make such
---------
rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares of
stock; and may appoint transfer agents and registrars thereof. The duties of transfer agent and registrar may be
combined.

6.03. Record Date and Closing of Transfer Books. The Board of Directors may set a record
-----------------------------------------
date or direct that the stock transfer books be closed for a stated period for the purpose of making any proper
determination with respect to stockholders, including which stockholders are entitled to notice of a meeting,
vote at a meeting, receive a dividend, or be allotted other rights. The record date may not be prior to the
close of business on the day the record date is fixed nor, subject to Section 1.06, more than 90 days before the
date on which the action requiring the determination will be taken; the transfer books may not be closed for a
period longer than 20 days; and, in the case of a meeting of stockholders, the record date or the closing of the
transfer books shall be at least 10 days before the date of the meeting.

6.04. Stock Ledger. The Corporation shall maintain a stock ledger which contains the
------------
name and address of each stockholder and the number of shares of stock of each Fund or class which the
stockholder holds. The stock ledger may be in written form or in 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 offices of the transfer agent, or, if none, at the principal office in the State of Maryland or
the principal executive office of the Corporation.

6.05. Certification of Beneficial Owners. The Board of Directors may adopt by resolution a
----------------------------------
procedure by which a stockholder of the Corporation may certify in writing to the Corporation that any shares of
stock registered in the name of the stockholder are held for the account of a specified person other than the
stockholder. The resolution shall set forth the class of stockholders who may certify, the purpose for which the
certification may be made, the form of certification and the information to be contained in it, if the
certification is with respect to a record date or closing of the stock transfer books, the time after the record
date or closing of the stock transfer books within which the certification must be received by the Corporation,
and any other provisions with respect to the procedure which the Board considers necessary or desirable. On
receipt of a certification which complies with the procedure adopted by the Board in accordance with this
Section, the person specified in the certification is, for the purpose set forth in the certification, the holder
of record of the specified stock in place of the stockholder who makes the certification.

6.06. Lost Stock Certificates. The Board of Directors of the Corporation may determine
-----------------------
the conditions for issuing a new stock certificate in place of one which is alleged to have been lost, stolen or
destroyed, including the requirement that the owner furnish a bond as indemnity against any claim that may be
made against the Corporation in respect of the lost, stolen or destroyed certificate, or the Board of Directors
may delegate such power to any officer or officers of the Corporation. In their discretion, the Board of
Directors or such officer or officers may refuse to issue such new certificate save upon the order of some court
having jurisdiction in the premises.

ARTICLE VII

FINANCE
-------

7.01. Checks, Drafts, Etc. All checks, drafts and orders for the payment of money, notes
-------------------
and other evidences of indebtedness, issued in the name of the Corporation, shall, unless otherwise provided by
resolution of the Board of Directors, be signed by the President, a Vice-President or an Assistant Vice-President
and countersigned by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary. The
President or Treasurer shall prepare annually a full and correct statement of the affairs of the Corporation, to
include a statement of net assets and a financial statement of operations for the preceding fiscal year. The
statement of affairs shall be placed on file at the Corporation's principal office within 120 days after the end
of the fiscal year.

7.03. Fiscal Year. The fiscal year of the Corporation shall be the 12-calendar-month
-----------
period ending October 31 in each year, unless otherwise provided by the Board of Directors.

7.04. Dividends. If declared by the Board of Directors at any meeting thereof, the
---------
Corporation may pay dividends on its shares in cash, property, or in shares of the capital stock of the
Corporation, unless such dividend is contrary to law or to a restriction contained in the charter of the
Corporation.

7.05. Net Asset Value. Except in the event of emergency conditions or as otherwise
---------------
permitted by the Investment Company Act of 1940, the net asset value per share of each Fund or class of stock
shall be determined no less frequently than once daily, Monday through Friday, at such time or times as the Board
of Directors sets. In valuing portfolio investments for the determination of the current net asset value per
share of any Fund or class of shares, securities for which market quotations are readily available shall be
valued at prices which, in the opinion of the Board of Directors or the person designated by the Board of
Directors to make the determination, most nearly represent the current market value of such securities, and other
securities and assets shall be valued on the basis of their fair value as determined by or under the direction of
the Board of Directors. Notwithstanding the foregoing, the Board of Directors may determine that it is in the
best interests of a particular Fund and its shareholders to utilize the amortized cost valuation in order to
maintain a stable net asset value per share for the Fund and may adopt procedures in accordance with Rule 2a-7
promulgated under the Investment Company Act of 1940 which are reasonably designed to stabilize the Fund's net
asset value per share at a single value.

7.06. Employment of Custodian. The Corporation shall place and maintain its securities
-----------------------
and similar investments in the custody of one or more custodians meeting the requirements of the Investment
Company Act of 1940, or may serve as its own custodian in accordance with such rules and regulations or orders as
the Securities and Exchange Commission may from time to time prescribe for the protection of investors.
Securities held by a custodian may be registered in the name of the Corporation, including the designation of the
particular Fund to which such assets belong, or any such custodian, or the nominee of either of them. Subject to
such rules, regulations, and orders as the Commission may adopt as necessary or appropriate for the protection of
investors, the Corporation or any custodian, with the consent of the Corporation, may deposit all or any part of
the securities owned by the Corporation in a system for the central handling of securities, pursuant to which
system all securities of a particular class or series of any issuer deposited within the system are treated as
fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities.

ARTICLE VIII

SUNDRY PROVISIONS
-----------------

8.01. Books and Records. The Corporation shall keep correct and complete books and
-----------------
records of its accounts and transactions and minutes of the proceedings of its stockholders and Board of
Directors and of any executive or other committee when exercising any of the powers of the Board of Directors.
The books and records of the Corporation may be in written form or in any other form which can be converted
within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form but
may be maintained in the form of a reproduction. The original or a certified copy of these By-Laws shall be kept
at the principal office of the Corporation.

8.02. Corporate Seal. The Board of Directors shall provide a suitable seal, bearing the
--------------
name of the Corporation, which shall be in the charge of the Secretary. The Board of Directors may authorize one
or more duplicate seals and provide for the custody thereof. If the Corporation is required to place its
corporate seal to a document, it is sufficient to meet the requirement of any law, rule or regulation relating to
a corporate seal to place the word "Seal" adjacent to the signature of the person authorized to sign the document
on behalf of the Corporation.

8.03. Bonds. The Board of Directors may require any officer, agent or employee of the
-----
Corporation to give a bond to the Corporation, conditioned upon the faithful discharge of his duties, with one or
more sureties and in such amount as may be satisfactory to the Board of Directors.

8.04. Voting Shares in Other Corporations. Shares of other corporations or associations,
-----------------------------------
registered in the name of the Corporation, may be voted by the President, a Vice-President, or a proxy appointed
by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such
shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy
of such resolution.

8.05. Mail. Any notice or other document which is required by these By-Laws to be mailed
----
shall be deposited in the United States mails, postage prepaid.

8.06. Execution of Documents. A person who holds more than one office in the Corporation
----------------------
may not act in more than one capacity to execute, acknowledge or verify an instrument required by law to be
executed, acknowledged or verified by more than one officer.

8.07. Amendments. Subject to the special provisions of Section 2.02, (i) any and all
----------
provisions of these By-Laws may be altered or repealed and new by-laws may be adopted at any annual meeting of
the stockholders, or at any special meeting called for that purpose, and (ii) the Board of Directors shall have
the power, at any regular or special meeting thereof, to make and adopt new by-laws, or to amend, alter or repeal
any of the By-Laws of the Corporation.